OOM-9's Revenge
by ZakoBattledroid
Summary: After the Battle of Naboo, OOM-9 is reactivated and serves the Separatist Droid Army during the Clone Wars. Story contains many obscure canon characters and OCs. Rated M for battle droids who excel at combat, maladjusted human CIS officers and a Skakoan scientist that would be charged with war crimes if the Republic ever caught him.
1. How Acklays Ended Up on Felucia

**OOM-9's Revenge **

**Chapter 1: How Acklays Ended Up on Felucia **

The uneven landscape was inundated with a myriad of strangely shaped trees and odd fungal plants with colors ranging from vibrant yellows to cold blues or greens. In between the bizarre ground flora, battle droids marched against their animal adversaries as overhead hunter-seeker droids recorded and transmitted the fight to their droid control ship.

From the safety of his AAT, OOM-9 was observing his droid infantry as they fought with the acklays. The air was thick with the pollen of countless diverse vegetation that secreted dozens of outlandish smells and OOM-9 was thankful he didn't have olfactory sensors. The Commerce Guild colony world of Felucia was the perfect place to train, OOM-9 could think of no other planet that offered such difficult and diverse terrain. The battle droid commander was sent to test how well the different droid models of the newly created Confederacy would work together.

The battle droids, super battle droids, and dwarf spider droids were all performing acceptably as homing spider droids and Trade Federation beetle troopers did their best to keep the acklays corralled in a circular perimeter so that the smaller droids could combat them without excessive searching. The battlefront was inundated with multi-legged units and creatures that made the whole battle seem like a trite horror vid. The acklays were being systematically exterminated with little droid casualties while the exotic beauty of the fungal world was being trampled underfoot of the droid war machine.

The occasional yerdua poison-spitters that dotted the landscape proved to be a benign threat to the mechanical fighting force. A yerdua poison-spitter hacked a toxic spitball that plastered the front end of a super battle droid. The silver-plated droid was knocked off balance but regained his composure and responded by firing a wrist rocket into the plant. The yerdua screeched and died.

The super battle droid turned to the nearby B1 battle droid and commented in a deep voice, "Fragile things aren't they?"

"Yes sir," the B1 responded.

* * *

A command battle droid with a custom brown and white paint job named EEK-176 was in the midst of the most fearsome fighting. EEK-176's face and shoulder plates were bleached white. The circular spot on EEK-176's abdomen was white instead of the standard yellow of other command battle droids. The rest of EEK-176 had been painted burnt umber brown. The uniquely colored droid was the only soldier in the training group that was wielding a RD-4 radiation launcher. The toxic grenades the weapon fired were quite effective against his organic opponents. EEK-176 had a dwarf spider droid to his left and right and the group was able to kill acklays in one fell swoop using the radiation launcher in conjunction from charged power shots from the spider droid duo. The droid infantry formations had long been broken from the chaos of the battle but droid stragglers were quick to rally around the successful EEK-176 as he left a trail of corpses in his wake.

EEK-176 soon stumbled upon a Felucian slug in his path. Since the creature was not a specific target for the training exercise EEK-176 radioed OOM-9 on how to proceed.

"The benign slug is not a concern, ignore it and save your ammo for constructive killing," OOM-9 ordered his second-in-command through their communication antennas.

* * *

The security battle droid SSA-719 and his squad of battle droids came upon a small group of Felucian warriors and reported in to OOM-9. SSA-719's maroon markings made him stand out from the rest of his squad, which was comprised of standard beige B1 battle droids. SSA-719 was no expert on the behavior of organics, but it appeared to him that the blue aliens looked irritated. Since the Felucians were banned from this specific area, SSA-719 had no planned subroutine for dealing with the natives. SSA-719 contacted OOM-9 on how to proceed with the Felucians.

"The natives know that this is a restricted area, kill them immediately," OOM-9 told his security droid captain. SSA-719 told his squad to fire on the Felucian group. The blue-skinned warriors charged at the droids in response. The droids fired on the incoming attackers and only a single Felucian warrior managed to reach the droids intact. The Felucian struck at SSA-719 with his claw weapon but the security droid managed to evade the blow. The warrior attacked again and still missed. The fighter was able to bludgeon SSA-719 with its shield but the droid retaliated by smashing the butt of his E-5 rifle into the side of the alien's head. When the Felucian fell to the ground SSA-719 put a single blaster bolt to the alien's masked face.

* * *

The Lucrehulk droid control ship, the_ Scrapyard_ was idly orbiting the fungus planet Felucia. On board the bridge buzzing with busy pilot battle droids stood a pair of human CIS officers named Zako and Katen who were wearing officer uniforms specifically tailored for human use. They had traded in their old black TDF officer uniforms for the new Separatist uniforms that were gray with black gloves and knee high black boots. The two organic beings were observing the ground battle on the planet below on a large video screen. Commander Karl Zako was a stocky human male who had his head shaved on a nearly daily basis, a visual fact made painfully clear because he would constantly remove his officer's hat and rub his nearly bald head when he was nervous, which he was currently doing. "Relax," said officer Katen to her squeamish counterpart. Major Ashley Katen had a slender but slightly athletic build and short spiky blonde hair that would slightly jut out from underneath her hat.

"How can I when we are two steps away from going to war with the Jedi Order," Zako protested. "I am not looking forward to fighting Jedi Masters."

"That's what the droids are for," Katen assured him as she crossed her arms and raised an eyebrow.

"But the Jedi..."

"Blah blah blah, not another one of your stories," Katen cut him off. "Why you majored in history I'll never know," Katen mocked Zako's higher education.

Zako mumbled something under his breath. The blond female officer Katen gave him a look, "What did you say?"

"Nothing," Zako smirked.

Katen pointed her fingers at Zako and waved them around. "You will tell me what you said," Katen commanded in spooky voice in an attempt to mimic a Jedi.

"Your Jedi mind tricks won't work on me," Zako replied. The two officers looked at each other for a moment and then burst out laughing. "You do a good Jedi," Zako complimented through his smile.

"Why did we need to import acklays to Felucia anyway? I thought this planet had rancors on it or something?" Katen asked in a slightly more serious tone.

"Fighting acklays is great practice for the upcoming battle against the Jedi Order since the acklays and Jedi both rely on melee attacks, so in principle fighting them should not be so different, and I don't think the Council had rancor hunting in mind when they told OOM-9 to test the new droid army," Zako answered.

"Sounds like a big waste of money," Katen skeptically looked at Zako with her piercing blue eyes, finding it hard to believe fighting ersatz Jedi was worth the time and effort.

"Actually no, the Geonosians gave us a discount since they bred too many of the blasted things."

"But sir, you talk about how the Jedi are powerful warriors, how will fighting near brainless animals be a proper simulation for combating Jedi warriors?" the pilot battle droid KJZ-8267 said as he entered the conversation.

"The Jedi Order has been steadily decaying over hundreds of years and is much weaker now than in the past. Though I suspect they will still be a challenge. And testing against acklays is better than no training at all," Zako explained to the pilot battle droid.

"Still, they're taking their time down there," Katen complained.

"You could always go down yourself and assist them Major," the pilot droid suggested.

"What are you crazy? I'm not going down there. I am not going to be skinned alive by whatever flesh eating diseases incubate on that miserable planet."

Another pilot droid called for KJZ-8267 to come over to the communications console. KJZ-8267 excused himself from the conversation and went to go see what the other droid wanted.

* * *

Sergeant 3B3-888, an infantry battle droid that had taken part in the Battle of Grassy Plains with OOM-9 nearly a decade ago, made his way toward his commander's motionless tank. "Nearly all acklays have been terminated and accounted for, but a few of them may have escaped into the wilderness," the droid reported. OOM-9 wasn't really concerned with any effects the invasive species might have on the planet but he would have to include the information in his report nonetheless.

As the two droids were talking an acklay sprang forth from nearby foliage and rushed towards the droids. 3B3-888 sidestepped out of the way and the acklay scurried up the front of the AAT. OOM-9 pulled out his E-5 blaster rifle and used the rapid fire feature to fill the alien full of holes. The bug-like creature died on the front of the tank. OOM-9 ordered his tank driver to back up a bit, and the corpse easily slid off the AAT.

* * *

"What did you say?" Katen demanded of the pilot battle droid KJZ-8267.

"We've received word that Geonosis has been defeated by the Galactic Republic, ground communications were jammed so a distress signal was sent out only after the droid armies retreated into space."

"The battle is already lost, how can that be? The Jedi are not that capable," Zako worryingly commented.

"The Jedi were only a secondary force to a clone army under the command of the Republic," KJZ-8267 informed the two humans.

"Clones? Clones of what?"

"Humans."

"Where did the Republic get an army of clones?" Katen asked to no one in particular.

"I don't know but we better tell OOM-9 to pack up down there and prepare to move out," Zako said.

Major Katen contacted the command droid present at the hanger bay. "Z23-Y75, we need transports deployed for a full retrieval."

"Roger roger," the command droid acknowledged the order.

* * *

OOM-9 received the message from the _Scrapyard_; unfortunately he now had other problems to attend to. An adult sized rancor had wandered into the training perimeter and starting causing mass havoc. Battle droids fled to the cover of large flowers, trying to hide from the rampaging rancor.

EEK-176 climbed up a large tree root and jumped onto the pad of a giant mushroom overlooking the purple-striped rancor. He lobbed several radiation grenades against the large creature but to little effect. EEK-176 succeeded only in getting the creature's attention. The rancor struck at the droid but only hit the stalk of the mushroom. The rubbery fungus twitched from side to side and EEK-176 lost his balance and fell to some cushiony undergrowth below.

The rancor boisterously approached EEK-176's location as the droid crawled behind a large leaf. The rancor noisily sniffed with its snotty nostrils in a vain attempt to pick up EEK-176's nonexistent scent. The previously passive hunter-seekers unfolded into attack positions and started firing on the rancor to draw its attention away from the hiding droid commander. The monster reached with outstretched arms trying to grab the flying droids but was unable to make a connecting blow.

A line of dwarf spider droids formed from behind the rancor with OOM-9's battle tank in the middle of the group. OOM-9 examined the situation through his electrobinoculars for a moment, "Open fire!" OOM-9 ordered as he gave a hand signal to the spider droids. The attack line opened up with full power on the rancor, which turned and charged the battle line. The concentrated fire proved too much for the animal and the rancor collapsed face first onto the ground.

"Cease fire!" OOM-9 ordered and the attack stopped a second later. The downed rancor started to move an arm in an attempt to grab OOM-9's tank. The pointy claws weakly tried to hold the front end of the tank when the rancor let out its final breath and died. OOM-9 found himself having to order his tank driver to back up his AAT from its second corpse today.

"That was impressive," 3B3-888 commented to his commander. The roar of the approaching C-9979 landing craft prompted the droids to look skyward. The transports released PK droids to recover the remains of the few droids that were destroyed in the fighting to be rebuilt or recycled depending on the severity of their condition.

* * *

OOM-9 entered the _Scrapyard_'s bridge, flanked by SSA-719 and 3B3-888. "What's the situation Commander?"

"Sir, the Republic launched a pre-emptive strike on Geonosis and consequently captured the planet."

"What's the status of the Council?"

"Unknown sir, we're still trying to contact them."

"Where's Count Dooku?"

"Also unknown."

"What's going on over there, who's running things? We must hurry to the aid of Geonosis and find out what's going on."

"Preparations are already under way Commander OOM-9, we-," Zako was cut off by the appearance of two miniature holograms of Nute Gunray and Rune Haako.

* * *

**Author's Note:** One of the goals of this chapter is to explain why there are acklays on Felucia. They are not native to the planet, yet in the videogame Star Wars: Battlefront II, the clone army is attacked by acklays.

OOM-9, SSA-719 and 3B3-888 all originally appeared in Star Wars Episode I: The Phantom Menace.

EEK-176 originally appeared in the computer game Star Wars: Galactic Battlegrounds, where he assisted OOM-9 in conquering Naboo.

KJZ-8267 is an OC since there has never been a named pilot droid before (or at least at the time I wrote this). The number '8267' comes from the pilot droid figure that came with the Episode I armored scout tank mini-rig. In Aurebesh, '8267' is printed on the pilot droid's back.


	2. Homecoming on Eos

**Chapter 2: Homecoming on Eos **

Instead of going to Geonosis to assist the Geonosians hiding in the catacombs, OOM-9 was surprised that Nute Gunray had ordered him to Eos. The loss of the droid foundries on Geonosis right at the start of the war was an unexpected catastrophe. General Sev'rance Tann, currently the star general of the Confederacy and a favorite of Count Dooku had been sent to the Kaer Orbital Platform to produce dwarf spider droids and homing spider droids from previously abandoned factories while OOM-9 was given the more time consuming task of rebuilding completely new droid factories on Eos. The volcanic world of Eos had once hosted droid factories for the Trade Federation but they had long been destroyed by the pirate Nym and his minions. OOM-9 was confident that had he not been away at Naboo, he would have masterfully defended his home planet from the likes of a few ragtag pirates.

* * *

Hunter-seeker droids were dispatched to see whether any of the remaining wreckage of the old droid factories was still salvageable. The images the little flying droids signaled to the bridge of the_ Scrapyard_ did not please OOM-9. The debris at the old site was little more than shredded scrap and trash. OOM-9 had hoped that the old factories could simply be repaired and refitted but it was now obvious that building completely new factories would be faster and more cost effective than trying to restore the old manufacturing plant to its former glory.

* * *

Trade Federation OX9s and PK droids worked tirelessly alongside the larger SRT and Trade Federation loader droids to build the new structures. The overall construction was coming along ahead of schedule.

On a small featureless landing pad away from the constant hustle of the builders Commander Zako was attempting to persuade OOM-9 that the new tweaks he made to the old Scarab starfighter design were worth putting on the production line. _Scarab_-class starfighters were originally designed to be operated by the Trade Federation's pilot battle droids. In his spare time Zako had modified a Scarab to include a life support system so that organic pilots could operate a Scarab without a bulky flight suit with its own independent life support systems. The problem was that the Scarabs that featured a life support system were more costly to build.

The Vulture droid starfighters had been predicted to make the older Scarab model all but obsolete. But time had been kind to the Scarab starfighter. Strong shields and a hyperdrive kept the model from being completely discarded in the past ten years.

Zako was a skilled pilot but had little choice in the way of standard Trade Federation aircraft to fly since most utilized integrated droid brains with the exception of the Scarab fighters and the E-STAP droid starbomber series. Although they were called droid starbombers this had only meant that the ships were originally intended to be flown by pilot battle droids, as they had no life support systems. The E-STAPs were used mainly by OOM-9's forces during the Naboo campaign and were not as popular elsewhere in the Trade Federation fleet. The old Trade Federation droid bomber had been more popular, though not as successful in combat as they E-STAP series according to battle statistics compiled over the years.

Karl Zako had flown E-STAPs with added life support systems when he signed on with the Federation but felt that a standardized fighter with life support was needed in addition to the three bomber variations. The newly formed Separatist military was a hodgepodge of different groups using different weapons and equipment. Zako didn't trust some other fighter he wasn't familiar with becoming more popular than one he trusted. The Scarab fighters with built-in life support systems looked and functioned effectively the same as the original with the exception that it gave organic crews something to fly in the Confederacy. Commander OOM-9 was hesitant at first to the costly new change but Zako was able to convince him that the new feature would increase demand for the Scarab-class starfighter since there would be a lot of organic pilots that would need ships in the new Confederate Navy.

Commander OOM-9 was confident in Zako's reasoning, but also had a personal reason for approving the design without the go-ahead from the higher ups. OOM-9 considered Zako as his friend and vice-versa. It was Zako that had saved OOM-9 from the cold hand of absolute destruction. Years earlier after OOM-9 and his automated forces had been deactivated on Naboo and their inanimate remains were slowly shipped to Raxus Prime to be smelted down. Zako was a young upstart historian at the time and had taken an interest in the history of the Trade Federation which eventually led to his employment in the corporation. Luckily for OOM-9, Zako was interested in very contemporary history and was studying the invasion and blockade of Naboo has it was happening. Zako was impressed with OOM-9's unique success despite OOM-9 being just another expendable battle droid in the vast military machine of the Trade Federation.

As soon as the army was deactivated and Viceroy Gunray taken to Coruscant in shackles that Zako did some political digging and found the now useless war machines were heading for Raxus Prime. Zako had persuaded his life long friend Ashley Katen to fly him to the junkyard planet with a Trade Federation freighter that she had been put in command of. Upon their arrival Zako and Katen bribed the junkyard officials to look the other way as they scrounged and collected the controversial droid remains. The two humans used the freighter's compliment of OX9 worker droids to help them scavenge for the specific battle droid that Zako wanted to retrieve. Through sheer luck, or perhaps will of the Force, OOM-9 was found relatively quickly. OOM-9 was found so easily that Zako surprised Katen with a short list of other specific battle droids that he wanted to rescue: EEK-176, 3B3-888, and SSA-719. Katen wasn't sure why Zako needed these particular droids but she saw no reason to stop aiding her friend at that point. Zako and Katen also altered the junkyard records to show that the battle droids had been smelted down, so that they could then retrieve the entire invasion force later.

After the specific droids had been found they were immediately transported to the two humans' home world of Zakkudos where Zako set about spending his entire personal life savings fully restoring the droids. The physical damage was almost non-existent, the real challenge was restoring the droids' memories into individual droid brains that Zako had custom built in their elongated heads. It was easier with OOM-9, EEK-176 and SSA-719 as they already had a small degree of independence from the central control computer. It was 3B3-888, being a B1 battle droid, who was more difficult. The long, tedious task of retrieving the personalized information was possible by tracing the system loge from the droids to their droid control ship and transmitting the data to the droid brain. The frustrating endeavor had paid off, as Zako was able to manage to give the original droid bodies their own personal memories back, with the bonus benefit of a new permanent state of the art droid brain capable of learning.

Karl Zako also selected the pilot battle droid KJZ-8267 for the upgrades. KJZ-8267 had been recalled with most of the other droid forces once the planet had been taken and was therefore not subjugated to the deactivation. Once the restoration was complete, OOM-9 and the others were secretly reinstated back into the Trade Federation military.

* * *

While the first battles of the Clones Wars were being raged, Ashley Katen found it hard to believe that she had been assigned to such a boring mission. The short-tempered officer would have preferred combat to construction. Ashley let out a frustrated sigh as she looked at her datapad, usually she would leave droid inventory to Karl but he was already busy enough with even more mundane duties. Major Katen had always been bored by administrative duties, which was the reason why she preferred not to rise in rank any further, les she incur more responsibilities than she could push off on Karl. There was only so much her friend would be willing to tolerate. OOM-9 had always been lenient of Katen's laziness provided she was serious when the situation called for it. With a real war going on it was looking like Katen would have to be serious about her duties more often now.

* * *

After his discussion with Zako was over, OOM-9 hopped aboard a Trade Federation troop carrier and ordered the pilot to take him to the command center. As the hover transport flew above the lava, OOM-9 watched as he went past the assorted buildings under various states of construction. The command battle droid observed the partly finished railway system that criss-crossed above the lava flows. When he reached the half-spheroid shaped command center OOM-9 went to EEK-176, who was at a command console surrounded by various command battle droids waiting for instructions. The ceiling autoturrets scanned the command center for non-existent intruders as the two high ranked droids exchanged communications.

"EEK-176, I need you to go to Skako. I require the talents of a certain skilled Skakoan scientist, and you're going to hire him for me."

"Roger roger."

* * *

"Why didn't we rebuild the Eos factories before the war broke out?" Captain SSA-719 asked Commander Zako.

"Well, mainly for fear that the Republic would be monitoring the planet after they arbitrarily decided to make droid armies illegal. The Republic only knows the location at all since they learned about it after the pirates blew up the original. With Geonosis producing so many droids the Council didn't think we'd need to use Eos again, but now that Geonosis is lost and the war is in full swing they apparently now think its time to utilize this planet's resources once more," the human explained.

"They should have just had the two major foundries from the start and then we wouldn't have been in this situation," the security droid stated.

"True, but you know the leadership is slow to approve a decent budget for the droid military. Now that the Confederacy is threatened by both Jedi and these mysterious clones, I think we are going to receive a lot more funding. And hopefully we are going to see more upgrades and respect for droids."

"Similar to our relationship with you?"

"I don't think it would go that far, SSA-719. We're friends, but our friendship has grown over the course of the past decade. It will take time for bonds of brotherhood to grow, and not all organics are as accepting of droid equality as Katen and I am."

"Then why should we fight for those who consider us inferior?"

"Attitudes will change once people realize how important your services are. Not everyone is so bad. They all have varying opinions that will take different amounts of time to change but things will get better and one day all you and all your brothers will get the respect they deserve. In any case I think the larger problem is finding out how the Republic was able to create an army so quickly, unless they had been planning a war for some time."

"If we find their clone factory then this war should still be short and decisive?"

"Provided they only have one clone factory."

* * *

The Trade Federation freighter landed on Skako. After being adapted to the planet's pressure, EEK-176, and his entourage of battle droids disembarked by means of a Trade Federation troop carrier that sped towards the private estate of the esteemed Dr. Gatling Quartz. EEK-176 jumped out of the co-pilot seat of his transport and was led inside the manor by a gray LEP servant droid.

EEK-176 was allowed inside Dr. Quartz's private laboratory. The doctor was encased in a pressure suit not unlike that of Techno Union foreman Wat Tambor with the exception that Quartz's suit had a violet tint to the metallic armor. The fact that the Skakoan was dressed in a pressure suit on his home planet confused EEK-176. Dr. Quartz was testing his own personal wrist rocket launcher that was attached to his left gauntlet.

"Ah, you must be one of Zako's battle droids; he had once come to me for advice regarding your memory retrieval. A very complicated endeavor, that was." Quartz said as he ceased fire and allowed his PK droids to attach his gatling gauntlet to his right wrist. Similar devices had been in use throughout the galaxy for generations but Dr. Gatling Quartz was the individual to perfect the technology and was made famous for it.

"Why are you wearing a pressure suit on your home planet?" EEK-176 tactlessly asked.

"To test it, my suit powers my gauntlet weapons and I need to make sure everything is working at peak efficiency for when I journey off world, which is why you're here, is it not?"

"Yes, you have contributed much to weapons designs for the Trade Federation and Techno Union in the past and Commander OOM-9 of the Confederacy of Independent Systems would like to hire you as a weapons and droid designer."

"I think designing weapons of death and destruction during a civilization shattering war would be quite interesting. I accept OOM-9's offer of employment." Quartz answered as he opened fire with his gatling gauntlet and green lasers spewed towards the holographic practice targets.

The Skakoan didn't need any convincing, and looked to be almost ready to leave his home planet. EEK-176 guessed that if he hadn't come to Quartz, then the Skakoan would have come to offer his services to the Confederacy anyway.

* * *

OOM-9, 3B3-888, KJZ-8286, and SSA-719 waited patiently for the arrival of Commander Zako, who had summoned them for some unknown reason.

Zako entered the room, "I have an interesting idea, since you will become masters of the Separatist military you should look the part." Zako held a small device that looked like a power stamper.

"Elaborate, Commander," OOM-9 ordered.

"A touch of individuality. The CIS roundel will be proudly displayed in black paint on each of your shoulder plates. Of course you all have your individual names painted on your back but I believe that a small distinctive mark of your elevated status can show the organic populations that droids can be top leaders of the military and command as well as any organic officer. A small change will not significantly alter your appearance so you and others around you will not forget where you came from and who you are."

"Interesting," KJZ-8267 commented.

"Very well, do it," OOM-9 said. Zako stamped both shoulder plates of each of the droids with the symbols in perfect alignment on each shoulder covering, indeed making them stand out slightly from the countless other battle droids. The battle droids looked at each other, studying their minor cosmetic alterations; the seemingly dull ornamental result was a major change in how the droids perceived themselves.

* * *

The Trade Federation freighter landed on Eos and was greeted by a formation of B1 battle droids. Major Katen greeted Commander EEK-176 and Dr. Quartz upon their entry onto the planet's surface. Katen led the other two towards the command center. As the high profile trio walked they paused as a trio of T4 turret droids walked single file in front of their path.

Some humans that worked in the Trade Federation military had taken to calling the T4 turret droids "super droidekas," as not to confuse them with the turret droids that were turrets with integrated droid brains that happened to dot the landscape around Eos's droid factories. The super droidekas seemed like a similar upgrade to droidekas that B2 battle droids were to B1s, even despite the fact that the droideka and T4 turret droid designs had nothing to do with one another originally.

When the trio arrived at the command center OOM-9 greeted Dr. Quartz and asked him to design a weapon for his own personal use as a test to see if the doctor was worth the credits. Dr. Gatling Quartz accepted the challenge and after being escorted to a nearby testing laboratory, immediately began his work.

EEK-176 noticed that his commanding officer bore the CIS emblem on his shoulder plates and asked about the visual change. OOM-9 pointed his subordinate toward Zako to get the aesthetic upgrade.

* * *

Later, OOM-9 was summoned by none other than Count Dooku, leader of the Confederacy of Independent Systems. In an instant, OOM-9 went from being an obscure military officer to suddenly dealing with his government's leader. OOM-9 obediently listened to his orders as the holographic projection of Count Dooku gave him instructions.

"_Commander, Mako Woundo is a neutral planet and we need you to go and convince them to join our cause."_

"What if they refuse?" OOM-9 asked.

"_Failure is not an option; you know what to do if negotiations are short."_

"Yes, my lord" OOM-9 answered.

As the holographic image fizzled and faded away OOM-9 turned to Zako, "you're coming with me."

"Yes sir."

* * *

Before embarking on his mission, OOM-9 stopped to pay Dr. Quartz a visit. "I require a report on the progress of my weapon," OOM-9 demanded.

"Progress complete," Dr. Quartz answered as he handed an E-5 blaster to OOM-9.

"Would you please explain why you handed me a standard E-5 blaster rifle," OOM-9 dryly said.

"This is no ordinary E-5 blaster rifle, it houses a plethora of E-5 variants insides it. You need only operate the small switch on the grip to choose the weapon type that suits the moment of battle; blaster, elite blaster, shotgun, flechette shotgun, bulldog RLR, flamethrower, they're all there," Quartz explained.

"Interesting, it combines versatile firepower while hiding under the visage of a standard issue weapon. If this firearm is successful in combat, you're hired. I'm been sent on a mission and hopefully it will be the perfect opportunity to test this new weapon," OOM-9 said.

* * *

The _Scrapyard_ exited hyperspace in front of Mako Woundo. The planet was mostly known for its dangerous weather which took the form of frequent hailstorms. The sentients that emigrated to the formerly empty planet lived in vast underground cities connected by tunnels in order to escape the nearly constant hailstorms. Fortunately, the forecast for weather on this day was clear. Trade Federation drop ships and C-9979 landing craft departed from the control ship hangar to land on the surface. When the drop ships began their landing sequence on the planet's surface a pilot noticed that a CEC _Consular_-class space cruiser had landed not far off from the entrance to the underground capital city. When the pilot informed OOM-9, the battle droid commander called Zako, who was waiting back aboard the _Scrapyard_, to be ready to send down air support.

OOM-9 and his squad of security battle droids exited from his _Sheathipede_-class shuttle, _Emerald Slicer_ and were greeted by an Ithorian representative who led the group to the entrance of the city, where President Umberto, leader of Mako Woundo, was already conversing with a chadra-fan guarded by a small group of clone troopers. When the two opposing sides saw each other they went on alert. The clone troopers raised their weapons at the battle droids who responded in kind.

"Wait! This is a mission of peace, please, let us reach a solution without needless violence," the chadra-fan exclaimed to both sides.

"As you wish General, stand down men," the clone captain said.

MTTs, MUTs, and Trade Federation troop carriers made their way towards the minuscule collection of clones. The loud rumbles from the convoy of the approaching repulsor vehicles elicited no response from the fearless cloned troopers. Once the mobile CIS forces came to a halt, the three-sided group began their dialogue.

"Allow me to introduce myself; I am Jedi master Blink, ambassador of the Galactic Republic. And judging from your yellow markings I assume you are the leader of this droid army?"

"I am Commander OOM-9 of the CIS Armed Forces and I have come to enlist Mako Woundo to the Separatist cause," OOM-9 intoned.

"How unfortunate, my mission is the same for the Republic," Blink stated.

"My planet relies on outside trade for much of its food supply and I'm sorry that we cannot join both sides, and I think remaining neutral during this war would be bad for trade," President Umberto said.

"I assure you Mr. President that if you join the Republic we can work out a mutually beneficial trade negotiation that will meet your people's needs," Blink said.

"Without the Trade Federation, any trade agreement concocted by the Republic would be crude and inefficient. Any settlements finalized with the Confederacy of Independent Systems will be professional and satisfactory," OOM-9 blandly stated.

"The Galactic Republic is more than capable of providing food and supplies," Blink said to OOM-9. "And not all members of the Trade Federation appear to be as extremist as Viceroy Nute Gunray."

"If I am not mistaken, government incompetence and corruption is one of the primary reasons why Count Dooku founded the Confederacy of Independent Systems," OOM-9 replied.

"I will admit that the Republic has fallen on hard times, but waste and dishonesty is not the rule on Coruscant. There are many good people trying their best to better the conditions in the Senate and return to the task of helping their constituencies."

"I assume you known that our system's senator recently died of a heart failure," Umberto responded to the Jedi, omitting the fact that the senator's heart failure was 'encouraged' by members of his own political party.

"And I trust you've started preparing for the special election to find his replacement?"

"The process has been slow and is held up by bitter partisan bickering within our local system."

"I'm sorry to hear that."

The security battle droids seemed to nervously twitch and tilt their elongated heads in different directions from time to time. The droids were actually running through subroutine programs on possible battle stances should combat break out. The maroon marked droids contrasted greatly with their leader, who seemed to be stoically bolted to the ground. OOM-9 was trying his best to be diplomatic, a real challenge for a droid created for battle. He recalled what he had learned of politics from his friend Karl Zako, but this polite ambassadorial talk was not getting him any closer to achieving his mission.

"How about a dual to see who is worthy? Seeing the combat capabilities of the two sides may convince the President who could better protect his planet should harm come to it," OOM-9 suggested. "One of my droids versus Jedi Master Blink."

"That sounds like a reasonable way to settle who will gain my favor," President Umberto said.

"If it prevents any violence against my clone troopers or to this planet, I accept your challenge OOM-9," Blink said, assuming the droid decided to play to his strengths. But combat prowess was also an attribute of the Jedi.

"Very well, here is my combatant," OOM-9 said as a large plasma battle droid exited from an MUT and lumbered forward through the ranks of the security battle droids. Plasma battle droids were a gargantuan version of the standard B1 model that were distinguished by green markings. They utilized wrist gauntlets that could switch between firing lightning-like plasma blasts, plasma grenades or green plasma bolts. While less destructive the plasma bolts had a much longer range than the lightning blasts. "You are to kill the Jedi and no one else," OOM-9 told the much taller droid.

"Roger roger," the plasma battle droid gave a short nod of acknowledgement to OOM-9, turned and proceeded to step on the diminutive Jedi, forgoing the impressive plasma based arsenal in lieu of brute force. Blink use the force to stop the droid's foot just as it was about to make contact with his face. As Blink was holding the plasma battle droid's stomp attack at bay OOM-9 set his custom E-5 blaster rifle to the bulldog RLR feature and quickly fired three rockets in rapid succession. The projectiles slammed into the Jedi, propelling his several meters away.

"Hey!" one of the clone troopers managed to exclaim before the security battle droids opened fire. The small clone escort was no match for the superior numbers of the battle droids and was easily eliminated.

"That didn't seem fair," President Umberto calmly commented.

"That's exactly the point; there are no rules in war. The Jedi are not trained soldiers and the clones will fare no better because they will blindly follow the orders of their Jedi generals. That's why the Republic is going to lose this war," OOM-9 confidently explained.

Commander Zako flew in, piloting an E-STAP droid starbomber, escorted by two Scarabs. The standard E-STAP bomber, the first in a series of three bombers, was an unshielded but fast, brown colored bomber that had two laser cannons and a bomb chute that could carry a variety of payloads. The bomber and two fighters opened fire on the Republic cruiser as it attempted to take off. Once they trio were directly over the cruiser Zako released a flurry of green plasma bombs and the diplomatic ship smashed back onto the planet's soil.

"Your point is well taken; I will gladly join the Confederacy," Umberto said as he looked over at the burning crash. The fact that no droid casualties occurred during the altercation served as an added bonus to further impress Mako Woundo's leader.

* * *

**Author's Note:** Karl Zako's last name is homage to the Zako Soldiers of the TV show SD Gundam Force. Zako Soldiers are cannon fodder robotic infantry and are a parody of the Zaku II mobile suit. Zako Soldiers and battle droids serve the same purpose in their respective armies, hence the name Zako seemed appropriate since he hangs around battle droids all day.

Ashley Katen's last name is 'cat' and 'kitten' spliced together.

There's no real significance to Katen and Zako's first names other than it's meant to hearken back to the old days of Star Wars where characters could have normal names (Luke and Leia for example). When I first tried coming up with names for these characters I tried looking through name sites that explained the meaning behind names. The internet is hardly reliable and I got several different answers for the same name depending on what site I went to. Their names were just a minor detail so I didn't ever do any serious research on the subject since it doesn't really make much difference. One of the meanings for Karl I found was "free man, strong," which seemed like a good fit for him since he treats droids as equals and fights alongside them to be free of the Republic. I chose the spelling 'Karl' over the more common 'Carl' to make the name seem just a little weird. One of the meanings of Ashley is "ash tree meadow" but I really just chose the name Ashley because it sounded good to me.

Gatling Quartz's first name is a reference to gatling weapons. Since Richard Jordan Gatling invented the gatling gun, the term 'gatling' is an accidental real world Earth reference.

The E-STAP droid starbomber series first appeared in the computer game Star Wars: Galactic Battlegrounds. I assume the E-STAP series of starbombers to be vehicles and not ships with an integrated droid brain, such as the Vulture droids or Hyena droid bombers. My reasoning is because in the game, the E-STAP speaks Basic as if it were a pilot droid driving the craft, most larger droids and droid fighters tend to speak in beeping droid languages. My other reason is because the voice actor is credited as the 'E-STAP Pilot' in the credits of Galactic Battlegrounds.

The _Scarab_-class droid starfighter first appeared in the video game Star Wars: Starfighter. A cinematic scene at the beginning of level three shows that the Scarab starfighter is merely operated by pilot battle droids; the fighter itself is not controlled by an integrated droid brain. The Scarab fighters also appear in the sequel, Star Wars: Jedi Starfighter.

The plasma battle droid and T4 turret droid first appeared in the video game Star Wars Episode I: Jedi Power Battles.

The planet Eos originally appeared in the video game Star Wars: Starfighter.

OOM-9's custom E-5 is based off of the weapons system from the video game Star Wars: Shadows of the Empire. In Shadows of the Empire, Dash Rendar has a large arsenal at his disposal, yet no matter what weapon is selected, everything is fired from his blaster pistol. So I took the concept of many different ammo types coming from one gun and applied it to the E-5 that OOM-9 uses.


	3. Battle of Koru Neimoidia

**Chapter 3: Battle of Koru Neimoidia**

Upon OOM-9's return from Mako Woundo and the factories on Eos were complete Count Dooku had arrived for an inspection. The Count's solar sailer cut through the night sky to settle on the landing platform. Three full squads of battle droids lined up in parade formation to greet the Head of State. The FA-4 pilot droid exited the sloop first, followed by the Count himself. Major Katen greeted Count Dooku in person and led him to the command center where OOM-9 waited.

"As of Viceroy Gunray's urging, Commander OOM-9, given your previous record of success, and the recent acquisition of Mako Woundo, I grant you the rank of General of the Confederacy of Independent Systems." Count Dooku said.

"It is an honor my lord," OOM-9 said with a short bow.

"You are hereby granted full control over the 8th Fleet of the Confederacy to utilize against the Galactic Republic," Dooku continued. "As of the moment, I have no assignment for you General, so you are free to select a target of your own choosing."

"Conquering the planet Chandrila would make a fine example to the Republic of your abilities," EEK-176 suggested.

"Or perhaps I should take my revenge on the planet Naboo," OOM-9 replied.

A battle droid interrupted the meeting, "Sir, we've received a message from Koru Neimoidia that they are under attack by the Republic."

"It appears that your re-conquest of Naboo will have to wait General. We cannot allow Koru Neimoidia to fall to the Republic."

"Understood Count Dooku, the 8th Fleet will depart immediately to counter this attack," OOM-9 answered.

OOM-9's 8th Fleet, was unfortunately, vastly under funded. The assortment of ships consisted of the _Scrapyard_, four Techno Union ships, and a handful of old Trade Federation freighters, superfreighters, and missile frigates. The fleet was fully loaded with ground troops and entered hyperspace in the direction of Koru Neimoidia.

The group of officers unceremoniously walked up the ramp of a Neimoidian shuttle, their feet clanking on the metal incline. While their shuttle ferried them to the control ship, SSA-719 questioned OOM-9. "It seems odd that the Count would not have a specific mission for you." "No doubt my appointment to general was mostly to appease Nute Gunray. The Count's attention seems fixated on the success of General Sev'rance Tann at the moment. In the end it makes little difference as long as we achieve our objectives."

* * *

The 8th Fleet exited hyperspace in front of Koru Neimoidia to be met with only a single Acclamator assault ship blocking their way to the planet. A droid crewman patched OOM-9 through to the local defense forces.

"Where is the planetary defense fleet?" OOM-9 demanded of the Neimoidian officer on the viewscreen.

"They've sustained massive damage and have been forced to retreat, but they were able to eliminate many Republic warships. However, the Republic has managed to land substantial ground forces in the city of Siv and the surrounding area."

"We will send ground forces to alleviate the situation momentarily," OOM-9 replied, then turned to Zako, "Commander, perhaps you would like to deal with this Republic ship for me?"

"It would be my pleasure," Zako answered, turned and left for the hanger and his bomber.

* * *

The Acclamator ship and the _Scrapyard_ began firing on one another. The rest of the 8th Fleet held back to let the two large ships fight each other. Zako left the hanger flying an E-STAP shielded droid starbomber followed by a squadron of E-STAP droid starbombers.

Before the bomber squadron could reach the Acclamator, a Jedi fighter started harassing them. The CIS responding to the Jedi by unleashing a wave of droid starfighters to defend the bombers. The droid fighters were unable to take down the agile Jedi craft as it destroyed two E-STAPs.

"ARGH! I'll deal with the Jedi myself! The rest of you continue towards that capital ship," Zako turned around sped toward the enemy. Zako pushed his bomber's engines to the limit to keep up with the Jedi starfighter, but it still managed to evade his blasters and get behind him. After taking multiple hits Zako's shields were gone. The droid fighters bailed Zako out of the bad situation and took up dog fighting the Jedi again.

* * *

OOM-9 calmly watched as the combination of the _Scrapyard's_ and bombers' combined attacks broke the Acclamator ship into pieces. With the battle finished, the Jedi fighter fled towards the planet. "Send out the pod hunters, I don't want any survivors," OOM-9 ordered. Once Zako returned to the hanger, he was met by OOM-9 and the other high-ranking officers.

"Commander Zako, you will attack Siv from the south, I will invade from the east, and EEK-176 will assault Siv from the north. We will advance and meet at the city center. Once we have met at the center we will push westward. There have also been reports of high levels of enemy activity in the plains to the west of the city. Major Katen will deal with that situation before moving on towards the western side of the city. Use caution, that Jedi fighter made it down to the surface and is sure to present a challenge."

Freed from the dangers of space battle, the 8th Fleet began sending out landing craft and dropships to the planet's surface. Almost immediately upon entering the atmosphere, the CIS ships came under assault from Republic gunships. The droid fighter and Scarab escorts did their duty and protected the transports. Both models of fighter proved to be faster and more maneuverable than the gunships.

Katen exited from her dropship, driving a red colored ground armored tank. Her small army of AATs and STAPs followed behind her as she led them across the hilly plains to the suspected enemy location. The CIS group did not have to travel far before being impeded by a force of Republic fighter tanks and speeder bikes. The STAPs engaged the speeder bikes while the AATs fought with the Republic tanks. A group of droid fighters helped destroy the tanks from overhead. The armored assault tanks and TX-130 Saber tanks attacked each other head on while Katen used her mobile GAT to attack the GAR's flank. Both sides took heavy casualties, the Separatist group losing all their armored assault tanks, but Katen managed to emerge victorious. Republic reinforcement tanks ferried by gunships arrived on the scene and were promptly shot down by the droid fighters.

The only surviving gunship managed to drop off its IFT-X tank just before it was destroyed by a pair of Vulture droid starfighters, leaving Katen with a fresh new enemy to finish off. Katen's GAT and the three remaining STAPs concentrated fire on the GAR tank that responded by firing a pair of missiles, scoring a direct hit on Katen's tank. The CIS fire proved too heavy for the repulsor tank to handle any longer and the IFT-X shut down; smoke slowly billowing from its engine. The clone gunner and pilot evacuated from the now-useless vehicle and began to attack the STAPs. The single trooper platforms killed the gunner with ease but the pilot managed to shoot one of the battle droids off his STAP. Katen's ground armored tank had taken too much damage so Katen turned off the power and the tank came to a rest on the ground. Katen exited through the hatch on the bottom of the tank to find that the surviving clone pilot was running towards the now-empty STAP. Major Katen pulled out her commando SE-14 pistol, fired five shots, and watched the enemy pilot plummet to the dirt. Katen went over and claimed the yellow-hued STAP as her new vehicle.

* * *

As SSA-719's battle group approached the suspension bridge, the forward super battle droid line engaged two clone personal walkers that were guarding the connection. An AT-TE on the opposite side of the bridge released its compliment of twenty clone infantry. SSA-719 ordered his front most MTT to release its contingent of one hundred and twelve battle droids to counter the advancing clone troops.

The two infantry groups ran towards each other, guns blazing, meeting at the center of the overpass. The walker supported it troops but the overwhelming number of droids won the infantry battle. The AT-TE retaliated by finishing off the remaining battle droids. Thermal detonator battle droids used their mortar launch tubes against the advancing walker.

The AT-TE concentrated its firepower on one of the MTTs. The droid transport had heavy armor but was outgunned in comparison to the six-legged walker. After incurring several direct hits from the walker's main cannon the troop transport erupted into a fireball. SSA-719 knew it was time for an unorthodox tactic. "Ram the walker off the bridge!" he ordered the pilot of the remaining MTT. The brown transport burst forward and smashed into the walker, sliding the assault vehicle toward the edge of the bridge. The smash attack was not enough to send the enemy mech over the edge. Inside the MTT the droid rack operator activated the rack and it opened the front hatch and extended, pushing the AT-TE off the bridge. SSA-719 looked over the edge just in time as the walker hit the ground below with a loud thud.

The victory was short-lived, as four more AT-TEs approached the bridge. "Retreat! Grenade droids plant your time bombs on the center of the bridge!" SSA-719 yelled as he turned around and ran. The gray battle droids set their explosives at the middle of the bridge as they were ordered and retreated with the rest of their teammates. Just as the lead AT-TE reached the center, the time bombs went off in a spectacular explosion. The bridge split in two sections, sliding and falling to the chasm below claiming the two AT-TEs that were behind the lead vehicle. The last AT-TE had yet to lay a foot on the bridge and turned to walk along the edge of the chasm, firing its main cannon at the droids.

A pair of commandeered Neimoidian construction repulsor trucks with bridge building attachments made their way to construct a new overpass. "Do not fire on the bridge builders!" SSA-719 told his troops. The surviving MTT unloaded its battle droids to assist the droid grenadiers in attacking the AT-TE and clones that were on the other side of the gap.

The construction trucks finished the new bridge, turned and fled from the immediate vicinity. Once out of the line of fire, the thieving clones that used the hover trucks abandoned them and ran back to join their brothers in the fighting. Swarms of AT-RTs crossed the bridge once the trucks were out of the way. While they were nimble, the AT-RTs had no room for maneuvers on the straight bridge. SSA-719's tank droids made short work of the small walkers. With the smaller walkers destroyed the tank droids crossed the bridge and finished off the remaining AT-TE. SSA-719's battle group secured the bridge for EEK-176's troops to transverse the path into the city.

* * *

Zako's forward battle group consisted of legions of B1 battle droids, AATs, and homing spider droids. They encountered heavy resistance before even entering the city as an army of clone troopers and AT-TEs blocked the way. The spider walkers and AT-TEs ended up destroying each other, leaving the AATs to support the droid infantry to victory over the clone troops. Edging closer to the city, another large wave of clone soldiers blocked the path. Having better cover, this new group was much more successful against the battle droids than the previous one was, and in his opinion; Zako was taking too many casualties.

"Bring up the super droidekas!" Zako yelled from atop the open hatch of his dark gray and blue AAT. Three turret droids took up the forward positions as ordered and began massacring clones as they quickly pressed into the city. The turret droids smashed through the clone infantry with ease, protected by their powerful shield generators. The B1 battle droids slowly followed, killing any clones that the turret droids missed. The large four-legged turret droids split up and each took a different street leading into the city, and soon came under massive fire. Zako watched helplessly as two of the turret droids lost their shields and were destroyed. A few seconds later the culprits of the substantial firepower were revealed to be AT-TEs slowing marching out of the city to meet the CIS army. Zako had revealed his secret weapons too early in the battle and now had lost them.

"Keep fighting!" Zako ordered. After Zako issued his proclamation, an AT-TE fired its primary cannon at his tank. The blast missed and impacted on the ground, but it was close enough to the tank that the discharge kicked up dirt at Zako. Zako grabbed the two sides of the canopy hatch and pulled them close. Zako took up operating his AAT's main cannon personally. He aimed at his targets and fired, the GAR walkers' movements proved to be too slow and plodding to avoid the cannon attacks. Commander Zako found his abilities wasted with such a task, as any battle droid could have hit the large walkers.

The next line of spider droids finally managed to crawl their way up to the front line to assist the armored assault tanks against the constantly appearing GAR walkers. Zako fired several volleys, hitting AT-TEs in various locations to see if they had a weak point. Zako tried focusing his fire on the cockpit on a walker, only to find that once it was destroyed, the heavy cannon on top of the walker was still functioning. Zako also experimented with the joints on the walker's legs. Just by sheer luck, Zako decided to hit a tank connected to the underside the walker. The impact on the cylinder proved devastating as the entire walker stopped in its tracks, wobbled for a few seconds, and exploded, showering the nearby clones with shrapnel.

"Looks like I found a weak point," Zako said.

* * *

OOM-9's tank line advanced against their Republic walker counterparts. Thermal detonator battle droids hiding safely behind OOM-9's tanks lobbed their mortars at the walkers. The lines of opposing mobile armor destroyed each other. OOM-9 ordered his MTTs to unload their battle droids and march on the clone infantry. Enemy speeder bikes attacked OOM-9's flanks and he responded by sending his STAPs to eliminate them.

"KJZ-8267 it is time to commerce your attack," OOM-9 ordered.

"Roger roger."

KJZ-8267 led a large squad of armored scout tanks to attack the clone troopers. After a few passes at the enemy, KJZ-8267's swift repulsor tank squad disappeared into the city to wreak more hit-and-run havoc.

OOM-9 sent his squads of droidekas rolling after the scout tanks to support them in their assignment. The battle droids mopped up the remainder of the clones and OOM-9's second armored line of armored assault tanks penetrated the city.

OOM-9's forces found it immediately easier to do battle in the city. Neimoidian snipers attacked from open windows in buildings several stories high. The clones had yet to clear Separatist allies from the tall buildings and were paying the price for it. The further OOM-9 went into the city the more he found pockets of surviving Neimoidian soldiers that joined his battle group. The Neimoidian warriors fought with courage and bravery uncharacteristic of most their species.

A platoon of clone troops supported by heavy clone personal walkers fired on OOM-9's personal tank. From the top open hatch, OOM-9 fired back at them. His tank nearly invincible against small arms fire, OOM-9 did not fear to have his tank at the forefront of his assault group. KJZ-8267's tank group arrived behind the clone walkers and started to hammer away at them. The walkers were torn about what to do. A few turned around to engage the scout tanks while most concentrated their fire toward OOM-9's direction. The small walkers' firepower was meant for an anti-infantry role, and wasn't performing well against the AATs' armor.

OOM-9's battle group turned on the main street leading toward the center of town, eliminating pockets of clone infantry as they went.

* * *

Commander Zako was not so fortunate. His army was facing heavy resistance in the form of AT-TEs and fighter tanks. Despite the overwhelming odds, the homing spider droids continued to advance with no thought of their own safety. Zako called up his super battle droid reserves to relieve the remainder of the spent B1 forward infantry line.

Zako popped open his hatch again to see the battle with his own eyes, occasionally taking pot shots at clone troopers with his E-5. His forces were advancing slowly, taking heavy casualties. OOM-9's hologram appeared before Zako. "Commander, your troops are falling behind schedule. I still expect to see you at the city center at the same time as Commander EEK-176 and myself."

"Yes sir. My troops will not fail you. I will not be tardy."

"Very good Commander," OOM-9's holographic image disappeared.

"You heard the General, we need to move, all units double time!" Zako bellowed to the infantry within earshot of his tank. As an added measure, Zako ordered all his baron battle droids and half his dwarf spider droids to the front line.

* * *

EEK-176's GATs outnumbered the clones' fighter tanks and with supporting fire from the armored tank droids and infantry; EEK-176 was having a relatively easy time approaching his destination. To increase his supporting fire further, EEK-176 ordered his beetle troopers to scale the walls of the city buildings and shoot down at the clone attackers from above. The brown, six-legged, organic beetles effortlessly climbed up the smooth industrial surfaces. Once at an appropriate height, the pilot battle droid riders would rain down a storm of blaster fire from their E-5 blaster rifles. EEK-176' own reddish brown colored AAT was engaged in a showdown with a clone scout walker protected by two AT-RTs. EEK-176's AAT had a blue CIS roundel painted on its right side. The AAT's main cannon destroyed the four-legged walker while battle droids armed with sniper rifles killed the pilots riding the AT-RTs.

* * *

Katen and her two STAP wingmen were reinforced with an army of hailfire and tank droids to attack the approaching enemy force of fighter tanks and clone-mounted blurrgs. The hailfire droids unleashed a massive wave of missiles that turned the plains into a smoking hellscape. The tank droids and fighter tanks met each other in a confusing close range battle. Katen flew in close to a fighter tank, leaped from her STAP and landed on the clone gunner. The two enemies fought for a moment then Katen clonked the Jango Fett replica on the head, pulled out her pistol and shot him point blank range. The Confederate officer dumped the limp body over the side of the tank.

"What the?"

"Taste my boot you clone freak!" Katen stomped on the clone pilot's head, knocking him out cold. The blond unbuckled the pilot from his safety straps and threw the unconscious body overboard. Katen took control of the IFT-X turned it to the left and fired on another GAR tank. Incorrectly assuming the attack was accidental friendly fire, the Republic tank didn't retaliate and was destroyed without putting up a fight. The next tank Katen fired upon did reorient itself and return fire. The two STAPs made a run against Katen's enemy tank, trying to shoot the tank's exposed gunner. They missed and flew by; the clone pivoted the beam turret and engaged, managing to destroy one of the STAPs. The surviving STAP made another pass and managed to kill the clone gunner. Katen finished off the rest of the tank with a pair of missiles.

* * *

The three battle groups converged on the metropolis' center at the exact same time as planned. OOM-9's, EEK-176's, and Zako's different colored tanks each were at the front of their groups and converged together, Zako pulling his tank up to OOM-9's armored assault tank from the left, and EEK-176's AAT came in from the right. The three leaders were each peeping out from their top hatches, firing their E-5 blaster rifles.

The Republic control staff evacuated from their command center as clone infantry and armor attempted to impede the attackers' tireless advance. The city center battle was a mess as several different CIS units fought with the GAR. The droids were victorious and the variety of infantry and vehicles seemed to have paid off. Only a few AT-RTs managed to flee the fight and move westward. A few light-footed clones were close to escaping but were assassinated by CIS snipers still hiding in the upper levels of the city buildings.

With the clones dispersed the CIS leaders had a short opportunity to reorganize. "3B3-888, you and Commander Zako will lead the army westward while SSA-719 and I will bring up the rear. Commander EEK-176, you will hold the city center for us," OOM-9 instructed. As General OOM-9 finished his orders the group attention was turned to the sound of starfighter battle overhead. The Jedi ship that had escaped before was being chased by two Vulture droids and a Scarab.

After being pursued in circles the fighters flew out of sight of the ground troops.

"That Jedi can't win the whole battle for them; its time to finish off these Republic scum," OOM-9 declared.

* * *

The legions of battle droids in parade formation were pushing the clone army away from the city. The battle marching of the droids was almost rhythmically perfect. In-between the legions of mechanized infantry were armored tank droids advancing slowly in order to keep ranks with the foot soldiers. Behind the infantry formations, AATs fired their primary canons.

In safety far from the front line, from the comfort of his old, dull yellow-beige colored AAT, OOM-9 watched the battle through his pair of electrobinoculars. OOM-9 opened up a communication line and appeared as a hologram in front of Commander Zako, who was in a dark grey AAT with blue CIS markings in the middle of the attacking battle line. "Fall back to position as planned commander," OOM-9 ordered through the hologram. "Yes General OOM-9," Zako curtly nodded his head.

Zako opened a link to 3B3-888, who was leading the infantry. "Sergeant 3B3-888, it is time to pull back."

"Roger roger," Zako heard the response from his comlink as he sent the order to the tank droids and other AATs as well. The infantry formations started to back step march and the vehicles geared in reverse. Now the clone infantry and their supporting clone scout walkers started to advance. Soon the droid army was back to the debris at the western edge of the city. Hiding amongst the wreckage were security battle droids armed with BAW E-5s sniper rifles who started to pick off high ranking clone infantry.

OOM-9 watched the events take place before him, his ruse had worked; the Republic believed their retreat was genuine as he saw the clones bring up their artillery guns to begin shelling the city. Now only if the optional objective would be accomplished OOM-9 would be very pleased. OOM-9's expectations were met as he received a call from SSA-719 that the snipers had managed to kill at least four clones ranked lieutenant or higher. The fact that the clones wore color-coded armor corresponding to their rank only made the task easier.

The Republic artillery guns were nearly in position and were about to deploy when OOM-9 ordered his bio cannons that had been hiding in the city, to roll up to the wreckage at the outskirts. The bio cannons were large artillery vaguely resembling droidekas that were controlled by a droid integrated brain. Responding to their master's order the bio cannons rolled swiftly through the vacant streets of the city and quickly deployed in their assigned positions. The bio cannons fired on the republic artillery guns that were exposed out in the open and the droid army that had previously retreated to the city began to advance on the clone army again.

Getting the republic artillery to expose themselves on the open plain outside the city and the clone infantry close enough for concealed snipers to pick off the top officers was the crucial key in OOM-9's battle plan. The whole event unfolded flawlessly in front of OOM-9's sensors as the Republic artillery was being blown to pieces. The clone troopers kept their vigilance and did not panic, still fighting with the now advancing droid army. The rearmost clone infantry realized their artillery was being destroyed and were expecting new orders to the changing situation. No new orders came, the clones were so focused on fighting the droids that they didn't realized their command structure was crippled. No clones had shown initiative to replace their fallen commanders since they were so concentrated on the task of fighting the droid army.

Once the bio cannons turned their attention to the enemy infantry, some of the clones realized something was wrong when a retreat order wasn't given when faced with such overwhelming firepower. A clone sergeant finally took control and ordered a full retreat. It was too little too late, the clones had to cover a large expanse of open terrain to get back to their parked Acclamator assault ship while being shelled by artillery and chased by the droid army. What remained of the clone army was being slaughtered.

3B3-888 jumped on the side of an armored tank droid and ordered it to charge the fleeing clones. Realizing a safe retreat was impossible the clone sergeant and his squad halted their retreat, turned around and put their hands in the air as a sign of surrender. The sergeant and his compliment of clones were promptly run over by the tank droid carrying 3B3-888. "Great, now we'll have to clean your treads of clone entrails later," 3B3-888 joked with the tank droid as it beeped in response in its droid language.

Completely empty of ground reinforcements the Acclamator assault ship decided to cut its losses and began to launch, abandoning what was left of the clone infantry. The bio cannons managed to get in a few good hits on the Republic ship but not enough to seriously cripple it before it flew out of range.

OOM-9 ordered his artillery, "let them go, the fleet will deal with them."

* * *

Nine other locations on the planet reported clone aggression and OOM-9 sent forces to deal with the various situations. When all the clone stragglers left on the planet's surface were rounded up, a new droid control ship exited from hyperspace to meet with the 8th Fleet to accept the prisoners. The _Magna Musai_ was a new droid control ship fresh from the construction yards from the Zalost system. It proudly displayed the blue markings of the CIS navy, in contrast to the dull white-gray of the older _Scrapyard_.

They had no formal torture droids, but EEK-176 quickly became adept at torturing information from the clone troopers. The brown and white droid commander volunteered to personally interrogate the prisoners. EEK-176 experimented, observed, and recorded the various responses he received from breaking fingers and toes, shattering bones, and yanking teeth. The droid knew better not to remove the tongue, or the clones would have a difficult time spilling their secrets verbally.

After several hours of enhanced interrogation, OOM-9 called EEK-176 to tell him to report to the _Magna Musai's _bridge and that they were leaving Koru Neimoidia for the planet Kile II.

* * *

**Author's Note:** The city Siv is Vis backwards. Vis was a city on Naboo and one of the first to be attacked by OOM-9 during the Naboo invasion, due to the fact that it was home to a powerful communications transmitter. Vis was also the city where EEK-176's battle group joined up with OOM-9's.

The bio cannons first appeared in the computer game Star Wars: Galactic Battlegrounds. OOM-9 used them during the invasion of Naboo. Since OOM-9 had used them before, I thought it appropriate that he still maintains a large number of bio cannons in his army.


	4. Battle of Kile II

**Chapter 4: Battle of Kile II**

The two Lucrehulk droid control ships hovered in space; two large mechanical blights against the heavenly natural beauty of the stars. The smaller freighters created a smog-like haze in the vacuum of space behind the control ships. The 8th Fleet had arrived at Kile II to set up an extensive senor array and mining facility.

On board the bridge of the _Scrapyard_ Dr. Quartz delivered a MagnaGuard electrostaff to Katen. The female CIS officer activated the staff and twirled it around, getting a feel for the weight. "What's with the new weapon? This one is different from your usual quarterstaffs Ashley," Zako said.

"This staff is the same model used by Grievous' MagnaGuards, capable of withstanding a Jedi's lightsaber," Dr. Quartz answered. "I'll need it for killing Jedi," Katen stated. As the others conversed, OOM-9 studied a report of the planet on a datapad. "Major Katen, your attractive human features may be useful in bringing a softer appearance to an army of droids, you will accompany me to the negotiations with the planet's leadership. And don't bring that weapon with you; we don't want to scare the locals. Commander EEK-176, you and Commander Zako will jointly oversee the construction of our primary military base."

"Understood General," EEK-176's hologram answered.

Ashley Katen frowned, unhappy with her particular assignment. Major Katen's uncomfortableness caused Zako to involuntary smirk and the female officer shot him an angry glare. OOM-9 did an about face and addressed his predecessor, who was patiently waiting behind him, "Commander OOM-8, I am leaving you in charge of the fleet while my top officers and I are on the planet's surface. Report in immediately if any Republic ships attack."

"Roger roger," OOM-9's predecessor answered.

* * *

The small local population was apathetic enough about which side to join since the start of the clone wars but became very friendly to the Separatist cause upon learning that a CIS mining facility would be a boon to the planet's economy. The majority of the planet's population was human, and the humans had the predicted over-representation in planetary government. With Katen's assistance, OOM-9 found it easy to negotiate an agreeable treaty that brought Kile II into the Separatist Alliance and the construction of military and mining facilities soon began.

* * *

Peace and hopes of future prosperity was soon dashed as the Republic sent a small fleet to reclaim the planet upon learning of their treason. Five gray colored Acclamator assault ships spilled out from hyperspace. From the bridge of the flagship, _Universal Justice_, Captain Disraeli ordered his fleet into attack formation.

OOM-8's hologram appeared before OOM-9, "sir five Republic capital ships have exited out from hyperspace, should I engage?" "Negative Commander." OOM-9 ordered OOM-8 to have his fleet flee to the other side of the planet once the GAR arrived within attack range.

"Sir, why would you not engage them in space? What if they attack us with an orbital bombardment?" EEK-176 asked OOM-9.

"They have come to repossess the planet, not destroy it. Upon seeing our ships flee in space, they will assume their ground operations will go just as smoothly. And we will use that to our advantage."

* * *

"Sir the enemy is retreating," a crewman informed Captain Disraeli. The non-clone captain turned to the collection of miniature holograms representing the other ships' captains. "How odd, they have two large control ships at their disposal and yet they're running without even putting up a fight," Disraeli observed. "I've never seen any reports indicating that the battle droids are that cowardly," another captain added.

"Perhaps they are under the command of large organic crews that value their lives," Captain Jervous added. "We must seize this opportunity and evict their ground forces before they return with reinforcements." "Even if we do defeat their ground troops, how is that going to help when they show up in greater numbers?"

This was the time to act, not talk, Disraeli thought, "we will commence with the ground invasion. If the droid ships return with will have to hold out with fortified defensive positions and call for our own reinforcements. Captain Jervous, your ship will remain in orbit for defense as the rest of us descend to the planet. We will land at separate locations on the surface to expedite the planets conquest." The Republic was allowed to land on the planet without incident and started to send their ground forces out towards the nearest cities.

* * *

"This is the crucial stage in the battle. We must stealthily track their movements without giving away our position before they force the civilian leadership to divulge the location of our hidden main base," OOM-9 explained to his officers while the ground troops mobilized for deployment. While OOM-9's fleet was under funded, his army was not. The battle groups were composed of STAPs, STAP-2s, armored scout tanks, speeder platforms, GATs, AATs, AMLs, hailfire droids, tank droids, MTTs, Trade Federation troop carriers, and MUTs. The slower vehicles such as the homing spider droids were to be left behind as guardians of the primary military locations. OOM-9 and EEK-176 agreed that all battle groups should withhold utilizing aircraft so not to give away the Confederacy's strong presence on the planet.

"The crucial key to maintaining supremacy will be to destroy any scouts that uncover our mobile armies, that is why it is critical that all battle groups are escorted by AMLs to shoot down any enemy flyers, as we will not be utilizing our air capabilities yet," EEK-176 explained to the group leaders. "We've all been assigned our battle groups, now move out," OOM-9 ended the meeting.

The locals were willing to secretly supply the droid army with the landing sites of the Republic ships. OOM-9's group went after an Acclamator that was northwest of the main CIS base and furthest away.

* * *

Zako and SSA-719 were assigned to destroy the closest Acclamator ship. While still a ways away from the main base, they were supposed to have the shortest travel time. However, the information regarding the location of the enemy ship proved to be somewhat unreliable. "I don't see anything," Zako stated as he looked through his electrobinoculars from the top hatch of a beige colored AAT. "Perhaps the locals are feeding us false information," SSA-719 suggested from the hatch of his red-brown AAT. "That may be true, they aren't exactly hardcore loyalists to the cause. But I have faith in their love of money, they should not betray us so easily, I doubt the Republic could offer Kile II a better economic opportunity than we have. Wait, I think I see something-" "Ah so there are clones here!" SSA-719 cut off his superior. Commander Zako lowered his electrobinoculars and saw a squad of clone troopers almost on top of his droid army.

"Allright, lets start with you clankers dropping your weapons and surrendering,"

"Are you stupid? We clearly outnumber you, you drop your weapons!" SSA-719 shot back.

"We're calling for reinforcements. You would do well to give up now."

"The Sarge is going to get us all killed," one of the clone troopers whispered to his squad mate.

"That's it. Allright boys, let them have it!" SSA-719 commanded. A legion of battle droids opened fire on the numerically inferior clones. No battle occurred, what took place was a slaughter as the clones fell to a sea of red blaster fire from E-5 rifles. SSA-719's audio sensors could barely pick up the muffled clone death screams over the roar of the lasers. The droids kept firing without any thought of stopping, even when it looked as pools of red goop was all that remained of the highly trained clone fighting force. "Cease fire!" SSA-719 finally ordered. The dust settled, revealing the mutilated corpses of the clone troopers.

"The ship is over there, we should advance immediately, in case their threat of giving away our position was real," Zako said as he pointed. As if to confirm Zako's prediction, an SPHA-T fired from long range into the droid army, destroying several tanks clustered together.

"What was that?" SSA-719 demanded.

"Enemy artillery, evasive maneuvers!" Zako yelled.

"How did they move their artillery into position so quickly?" SSA-719 asked as the various tanks, transports, and droids tried to get out of the way of the next shot.

"We have to attack now, all units charge!" Zako ordered.

Once the droid forces got moving they were much harder to hit and the SPHA-T opted to target the slower MTTs in order to secure a hit. The squad of clone scout walkers assigned to guard the SPHA-T moved to defend their larger ally from the advancing AATs and GATs. A trio of AT-RTs flanked the droids and started to engage Zako's tank. The tank's gunner managed to destroy one of the agile walkers but the remaining two damaged the AAT to the point that it ceased to function properly. Zako and the three pilot battle droids exited through the rear hatch of the tank. The two AT-RTs turned to fire on another AAT. Zako had his E-5 blaster and his pilot carried SE-14 pistols with them. They small group walked up to the AT-RTs, who were oblivious that they had exited the tank they had vanquished seconds before. "Don't turn your back to me," Zako said as his group shot the exposed clone drivers in the back and they fell from the walkers.

The CIS vehicles destroyed the SPHA-T and its guardians and continued on towards the Acclamator, leaving Zako, the transports, and the infantry to bring up the rear.

* * *

"That's the second unit we let pass us by," 3B3-888 noted as the AT-RTs left his line of sight.

"Patience Sergeant, the main force will become suspicious if they lose all their advance scouting units and we would lose our element of surprise," EEK-176 explained.

"If we allow too many to pass they could turn around and pose a significant threat when we do attack the main force," 3B3-888 said.

EEK-176 paused, deep in thought. "You are correct, we should hasten our confrontation before the clones…."

"Sir?" 3B3-888 was puzzled as to why his companion trailed off.

"Their aircraft, we haven't seen any of their aircraft," EEK-176 stated. "They are using only ground units, aircraft would be much faster at scouting and exploring yet we haven't seen anything in the sky. And we have not seen any of their recon speeder bikes. What are they planning?"

"Perhaps they are worried their gunships might run into anti-air emplacements."

"That might be correct, but it wouldn't explain why they aren't using their bikes, I've read the report on their 74-Z speeder bikes, this seems like an ideal assignment for that vehicle. Whatever they are planning we still need to press on."

* * *

Katen's yellow GAT made quick work of the personal clone walkers. With their natural enemies occupied, the droid infantry were able to walk right up to the Republic troop transports. The droids were about to plant explosive charges on the red painted transports when the carriers open their doors to allow the clone troops to engage the droid soldiers. The droids were caught off guard, and the clones were able to cut swaths through their ranks. The clone counterattack was so successful that the RTTs adjusted their position and began firing on the AATs.

Finally, the power of the HAGs was able to silence the large, armored Republic transports. Katen aimed her tank and ran right through the mass of clone troopers, running a few over that failed to get out of the way in time. Ashley noticed that sparks were coming out of the tank's bottom hatch. A clone had latched himself to the bottom of the tank and was slicing in with a fusion cutter. The hatch lid fell off and the clone started to crawl in the tank. Katen stomped on his helmeted head and the clone fell back through the hole he had cut. Ashley turned back to the tank's view port in time to see her GAT smash into a four-legged scout walker. Katen dived for the hole she had kicked the clone down through as the walker turned its cannon and blasted the GAT.

Barely escaping in time, the Separatist officer wasted no time in shimming up the walker's stubby leg but found that the cannon was not operated by a gunner, as was the case with AT-TEs, but was apparently controlled by the pilot protected in the sealed cockpit. "So much for a free cannon," Ashley muttered.

* * *

"Despite their ineffectiveness the droids are doing quite well," Disraeli commented to the other captain's holograms.

"We should not have underestimated them." Twenty-four hours had passed since their ground invasion had begun. Mobile droid forces had harassed their supply lines, the civilian leadership was uncooperative and no Separatist bases of note had been discovered yet.

"Perhaps were should utilize out gunships," another captain suggested.

"No, not yet. The situation is not that hopeless and I still intend to attack their main base with a massed air assault. We just need to find it."

"The recon droids aren't finding anything. Perhaps if we used the speeders…"

"No we need those for the land assault."

"You're not giving us much to work with here, we're holding back too many units."

"Their guerrilla forces must be coming from somewhere. We need a squad to track them back to their main base," Disraeli said. One of the captain's holograms cut out. "Huh? What happened to Captain Nalbador?"

"Sir, we've lost all communications to the _Champion's Fountain_," a crewman answered.

"It must be a droid attack."

"They're getting bolder."

"The situation has changed, we cannot afford to hold back our air force any longer Disraeli."

"Agreed. I will send two squadrons of my gunship fighters to assist the _Champion's Fountain_."

"With all due respect Captain, that's not sufficient enough."

"I'm in command here, two squadrons will due fine. Besides, I doubt their ground forces have enough firepower to destroy an Acclamator."

"They're powerful enough that they cut communications with Nalbador."

"More likely a communications malfunction than a droid assault," Disraeli snapped confidently.

"If that is the case then why send the gunship fighters?"

"As insurance. It is prudent to prepare for the worst," Disraeli said with strain in his voice as he realized what he just said made no sense. If it were a droid attack powerful enough to threaten an Acclamator, then two fighter squadrons would not be enough. None of the other captains pressed the issue, as apparently all members of the conversation had grown tired of the heated conversation that had bordered on mutiny.

Gunship fighters, the direct predecessor of the LAAT/I, sporting a single laser cannon on it's nose with two missile launchers perched on it's top right behind the cockpit, a similarity with the more common and successful LAAT. The fighters were painted with the standard Republic red markings. The aircraft lacked shields or respectable armor but were far faster and more maneuverable than their LAAT relatives. The two squadrons cut through the empty sky toward their target destination.

* * *

OOM-9's forces completely encircled the _Champion's Fountain_. The hailfire droids blew up every Republic vehicle in sight. The HAGs and bio cannons bombarded the capitol ship while the GATs and AATs harassed the clone troopers. The battle was going so well OOM-9 didn't see any need to deploy his infantry.

* * *

"Tell the other captains that we are under attack," Captain Nalbador ordered.

"No good sir our communications array is damaged."

"What? How did that happen? Hail our troops in the cities and tell them to get back here."

"Sir, all external communication is not possible at this time."

"We're losing this fight, launch the _Champion's Fountain_."

"Sir, what about our troops on the ground? We can't just abandon them."

"They are doing what they were created to do, and as you said, we have no external communications, now I said get us out of here!"

"Yes sir," the clone subordinate grumbled, unenthusiastic about the idea of abandoning his brothers.

"The safety of this ship is the highest priority. Once we are in the air, we will launch all gunships to deal with the enemy below."

* * *

The injured Acclamator wheezed and heaved off of the ground with the CIS artillery still hammering away at it.

"Artillery, target and destroy the ship's engines. All units in sector 26 evacuate," OOM-9 did not want part of his army crushed when the massive ship came crumbling down. The higher the ship went the more artillery units were able to clearly target its rear engines. A pair of bio cannons managed to simultaneously destroy the ship's two main engines at the same time. OOM-9's plan worked out and no droids were crushed when the Acclamator fell to its doom.

* * *

Two clone troopers; Splicer and Moonbeam, trekked back to their platoon to report the location of the droid battle group. The white armored soldiers had been sent on reconnaissance and were denied the excitement of heavy combat they assumed others were facing. Though Moonbeam was unmistakably less disappointed about being assigned a supposedly boring task than Splicer was. When the two clones got back they reported to their commander.

"Sir, we've spotted a group of droids, but we better hurry, they're on the move."

"That's some fine reconnaissance you two," their commander said. "All right boys lets scrap some clankers!"

The clones hid along a ridge above the marching battle droids. The clone commander gave the order to fire, and the genetic copies complied, targeting the super battle droids first, considering them the greater threat. Once the supers were out of the way the numerous B1s became the next victims. The by-the-books battle was going well and the clones suffered no casualties until the dwarf spider droid bringing up the rear entered the battle.

The spider droid noticed the commander issuing orders to his troops, took calculated aim, and killed the yellow marked clone with a single charged power shot. At the sight of their leader killed, the clones became more aggressive and started descending from the ridge, destroying battle droids as they went. The spider droid tried to track the multiple moving targets and adjusted its head to face a new target once it fired. The dwarf spider droid missed all its targets.

Moonbeam fired up his DN bolt caster and hit a battle droid, and the charged shot chain-linking the electricity to three other droids, who all fell to pieces. In retribution, the dwarf spider droid shot Moonbeam square in the chest, and the clone fell head of heels in the dirt.

"No!" Splicer ran at the droid, firing his blaster, the droid's tough armor absorbing the punishment as if it were nothing. Splicer managed to get behind the droid and after firing a few shots into its back, decided to punch it. The clone succeeded only in hurting his hand. He then collected his wits, grabbed his thermal detonator, activated it, and shoved the explosive under the spider droid. Splicer dashed for cover and made it right before the spider droid exploded. Against improbable odds, the disembodied head of the spider droid fell down and hit a clone. His brothers rushed to the downed clone only to realize that he'd just been knocked unconsciousness.

"He may have a serious concussion."

"At least he's alive."

"Watch it Splicer! You could've gotten a man killed!"

"Give me a break Lieutenant. What were the odds that this would have happened?"

"Just be grateful I'm more forgiving than the Commander was," the lieutenant commented about their late senior officer.

"Great, two casualties and one of them had to be Moonbeam," Splicer grumbled to himself. He stood over the corpse of his fallen brother. The two had always been close. "You were always destined for something better." Moonbeam was less aggressive than his brothers and didn't like fighting. He was more interested in mineralogy than blowing droids apart. "I'll kill some clankers especially for you," Splicer promised the fallen clone.

The lieutenant called the other clones to rally around him, after receiving new orders.

"All right men listen up! New orders from the non-copies upstairs. We are to track a droid unit back to their main base."

"Would it have been so bloody difficult for them to call us before we massacred all the droids?" an anonymous clone complained.

"Hey! I've got an idea!" Splicer announced.

* * *

The CIS group noticed a large amount of destroyed battle droids arranged in a neat pile. An MTT pulled up alongside and released its PK droids to pick up the pieces. The heap of droid parts exploded, taking the worker droids with it and scorching the large brown transport. Clones hidden in the rocky outcroppings opened fire on the droids.

"It was a trap. They knew we repair or recycle fallen droids," KJZ-8267 said. KJZ-8267's troops were being destroyed in an eerily orderly manner. The droid leader ordered the STAPs to root out the clones hiding amongst the boulders. The repulsor craft only succeeded in getting themselves shot out of the sky.

"Where's my artillery?" KJZ-8267 demanded. A HAG-M answered his call in a beeping binary droid language. The HAG-M was an old heavy artillery gun model used back during the invasion of Naboo. The brown colored repulsor craft was controlled by a droid brain and sported only a single cannon, unlike its more expensive successor, the HHAG-M, that had a double-barreled cannon. The siege unit began to systematically decimate the clone infantry.

The clones tried to answer the artillery with thermal detonators, but the explosives just impacted on the surface of the HAG-M's brown hued armor. The remains of the droid infantry prevented the clones from closing in and planting time bomb on the tank and the artillery in turn protected the battle droids. The clones were in a no win situation that was getting worse.

Splicer tried to reach his superiors on the comm but was greeted only by static. The trooper next to him took a shot in the chest from a stray blaster shot.

"Are you all right?"

"Blasted scrap piles' aim was never that good before," the other clone answered.

"We can't do any more. We're done here, let's get you out of here."

Splicer and the other trooper abandoned the doomed fight and made their way toward a supply bunker in the distance. KJZ-8267 noticed the two clones leaving the area and rounded up a group to go after them.

Splicer dragged his wounded comrade into the small supply bunker and locked the door once inside. The clone flipped the light switch and looked around the one room bunker for medical supplies. To his dismay, Splicer found nothing useful. "Can't those Seps do anything right? They can't even keep their cabinets properly stocked." Splicer's wounded comrade let out a weak laugh.

KJZ-8267 and his battle group arrived at the supply bunker and KJZ-8267 promptly started to hack the door with his fusioncutter. A group of Republic speeder bikes showed up and started blasting the droids. After two passes the clones parked their bikes and fought the droids on foot. KJZ-8267 didn't have a weapon on him so he abandoned his door hacking and ran for his speeder platform. The droid lieutenant and the remains of his group sped off to safety. Splicer opened the door for his allies, "Medic! We've got a wounded man here!" Splicer saw an abandoned STAP and left his wounded friend with the others to follow the retreating droids.

* * *

Katen scanned the battlefield, looking for a Jedi. They lead their troops into battle personally, like on Geonosis, Katen thought to herself recalling the reports on the first battle of the Clone Wars. The human wondered why she hadn't spotted one yet. Then after extensive searching, she saw one, a Chagrian, cutting up super battle droids. Predicted that her officer's hat would be blown off in the ensuing battle, Katen gave it to a nearby battle droid to hold on to for her. She hopped up on her waiting tank droid and ordered it to charge the Jedi. The battle was heated and no clones bother to turn and fire on the approaching tank droid, knowing their firearms would not significantly damage it in time.

The Jedi was preoccupied and didn't even notice the snail droid's fast and noisy advance. Guided by the Force, the Chagrian rolled and the automated tank missed running over the Jedi. As the tank went past, Katen leapt off her ride and speared the Jedi in the throat with her electrostaff. She kept the Jedi pinned on the ground; his green lightsaber had fallen from his hands. The wounded alien's eyes met Katen's for a moment, and then she viciously twisted the staff still lodged in his throat, killing him.

"That was too easy." She couldn't believe how simple it was, to kill a Jedi so quickly and effortlessly. The female officer realized the Jedi was unaware of her presence while she was riding the droid tank, the fight could have been more difficult but the incident proved to Katen that the Jedi were not invincible and could not see everything at once.

* * *

EEK-176 and 3B3-888 were enjoying a relatively easy battle. They eluded or eliminated all Republic forces that crossed their path and predicted the enemy ship was running low on reserve units. Their target Acclamator had parked too close to a city, allowing the droid army to hide within its confines and shell it with artillery from afar. The Republic, not wanting to cause civilian casualties, did not respond with heavy weapons but instead unleashed its infantry into the city. The locals were unwilling to assist the droids in the firefight, but were ultimately unneeded.

Hidden battle droid snipers, tank droids and droidekas proved to be more than a match for the clone forces. EEK-176 lead his sides various speeders on a strafing run against the few armored units the Republic let loose.

3B3-888 observed through his electrobinoculars as the bio cannons and HAGs finished off the Acclamator in an unusually uneventful by-the-books victory.

* * *

The gunship fighters began firing on OOM-9's sprawled army. The previously inactive AMLs roared to life and fired their anti-air missiles. The anti-air missile launchers were light brown, oval shaped repulsor tanks with a single launcher that stuck out at the rear of the vehicle connected by a hinge that made the missile launcher curve resembling the position similar to scorpion's tail that would be curved over the body. The gunship fighters lost numerous units in the first pass as they were still in tight formation. Once they broke formation they proved to be a greater challenge. After a short battle the Republic flyers were knocked out of the sky but a great cost to the droid army. OOM-9 had lost all of his anti-air tanks except one and several other units to the annoying aircraft. Aggravated with the sudden loss of so many units so quickly OOM-9 decided to change tactics. The general ordered the full use of aircraft and for air transports to come pick up the remains of his army to quickly transport them back to the main base.

* * *

The enormous force of AT-TEs was slowly but methodically pushing back Commander Zako's army. Zako led the strategic retreat on foot rather than enter a vehicle, since the current survivability rate of his side's armor was extremely low. With the comlink he had on his person he tried to coordinate the clumsy and confused droid forces. Slowly and painfully the battle was pressed further away from the Acclamator, which SSA-719 attacked from the virtually unguarded rear with platoon attack craft escort by armored scout tanks. The scout tanks shot two clones charged with guarding the ship's open side ramps. The speedy transports ejected their battle droids and retreated to a safe distance.

"What idiot leaves only two guards for a ship this size?" SSA-719 said as he led the infantry charge up the ramps and into the capital ship. The invasion of the intruders had gone unnoticed by the crew of the ship as SSA-719's group was greeted by a handful of unprepared clones and Kaminoan worker droids that quickly fell victims to the battle droids' blasters. The hundreds of battle droids wrecked havoc in the ship, SSA-719 directed them to head for the engine room toward the rear of the vessel.

"What about the front? There must be many enemies to kill there," a B1 asked his superior during a recess in the fighting. The droids that spilled out of the Zalost system and from Eos were held to the finest quality standards in the Confederacy, and thus were prone to question their superiors from time to time in order to satisfy their hunger for knowledge.

"We're not going towards the front because that's where the tanks are stored," SSA-719 explained. For a short time he and his droids were mucking around in the hanger bays but pulled out toward the rear of the ship, where he predicted a turbolift would take them to the ship's command center. An elevator they had yet to find.

"Wouldn't they not have room to maneuver inside the ship?" the B1 continued to question as they made their way through the labyrinth of unguarded hallways.

"That may be correct, but we don't have the firepower to destroy heavy armor even if it was stationary."

"Roger roger," the droid agreed, apparently its independent train of thought had come to an end and he accepted the evidently flawless reasoning of his superior officer, who seemed content to commandeer the ship from its command bridge.

* * *

The scorched battlefront had grown quiet with the exception of the heavy footfalls of super battle droids and the occasional dwarf spider droid. Katen looked over at a command droid that was approaching her. "Sir, General OOM-9 was ordered us to return to base." Katen raised an eyebrow upon being addressed as 'sir', but didn't bring up the issue with the droid.

"Very well, we're done here anyway," Katen kicked a clone corpse in the head.

* * *

Splicer trailed behind the battle droid group, partly because he wanted to stay out of site and partly because his stolen STAP couldn't keep up with the faster speeder platforms the droids were riding. KJZ-8267 was unknowingly showing the clever clone the route leading straight towards the main CIS base.

* * *

SSA-719 couldn't find a route to the command bridge, but caught up to a battle group that had discovered the engine room of the ship. The group of B1s was busy at work bullying the astromech droids they found working and screwing around with service consoles. A B1 that had brought along a time bomb scavenged from a clone corpse affixed it to one of the tubes of the cooling tanks and set it to explode. After four seconds, the explosive device went off, rupturing the tanks and causing coolant to leak all over the floor. The slippery deck caused one of the battle droids to hydroplane and fall on his long face. SSA-719 looked at one of the engine monitoring stations and realized what was happening to the engine cooling tanks, "Everyone off the ship!" he turned and ran. Confused by their superior's newfound cowardice, the battle droids nonetheless obeyed their leader's order to flee.

Zako's retreating army had gone down a incline which put the Republic on higher ground. The Acclamator's engines roared to life while it was still parked on the ground. The huge ship shot forward, broke it's landing gear, and dragged itself along the ground, running right over the army it had deployed. The sickening sounds of walkers and hundreds of clones being crushed under the vessel's great weight. It shot right over the heads of Zako and his droid army that had previously gone down the incline. The assault ship sped forward for a few more kilometers until it slammed into the side of a mountain, the impact caused the final catalyst in the engines to go critical and blow up, taking large portions of the ship with it.

Zako witnessed the miraculous event transpire, then ordered his troops back up the incline to search for SSA-719's group, which had gotten away in time and were now moving to reunite with the Zako's band. Once SSA-719 was within earshot Zako stated, "wow, that worked well." After his statement, Zako was contacted by OOM-9 who ordered them to return to base.

* * *

Splicer veered off from following KJZ-8267 once he saw the Separatist base. The daring clone knew he had to alert the others, but his own comm was far out of range. He knew he should have retreated but decided to would be faster to use the communications systems at the Seps' own base. Splicer flew around until he saw what seemed like an auxiliary doorway into the base. It was guarded by only four security droids, which Splicer easily dispatched with the firepower his stolen STAP provided.

Splicer dismounted the STAP and grabbed an E-5 from one of the smoking battle droid shells, as he had dropped his own weapon when he first mounted the aerial platform. "You don't mind if I borrow this?" He asked the droid. "Too late, I'm taking it," and the clone sliced through the door's lock and entered.

Splicer soon came across what he thought to be a communications room. A single pilot battle droid was working at a keyboard while two OX9s were milling about. The worker droids squeaked in their droid language as they noticed the white armored intruder. Splicer shot the two defenseless droids and they fell to the floor in ruins. The pilot droid ran up to Splicer and grabbed at his weapon. As the two struggled over the gun, Splicer gave the droid a sharp punch to the face. The move left Splicer clutching the rifle with only one hand, and the force of the blow gave the droid the momentum to pull the blaster away from the clone. Splicer grabbed the droid and shoved him aside, pulled back and landed a kick that sent the battle droid sprawling into some crates in a corner.

Splicer grabbed the blaster and went to the console. He set the weapon down near him in case he needed it. He worked feverously at the buttons to open a channel to his allies, wishing desperately that he had someone to watch his back while he worked.

Splicer managed to get through, "I am transmitting from the main Separatist base, coordinates follow."

"Who is this? What's your operating number?" a stern voice identical to Splicer's replied.

"This is CT-102107, I need assistance immediately!"

A security battle droid walked in the room from a hallway.

"Hey!"

The droid's verbal surprise gave Splicer warning to grab his blaster and head for cover. Armed with only a SE-14 blaster pistol, the security battle droid fired on Splicer. Splicer popped out from his cover and was shot in the shoulder. The clone kept his wits about him and fired back at the droid, hitting him in the torso. The security droid didn't go down and instead returned fire, forcing Splicer to take cover again. The clone grabbed an arm of one of the destroyed OX9's and threw it to attract the droid's attention. The battle droid took the bait and shot at the moving object. With that split second distraction, Splicer fired at the battle droid again, this time putting three blaster bolts in his chest and dropped the droid for good.

Splicer got up to go back to the communications console again when the pilot droid he had previously knocked down had grabbed him from behind. The two entwined combatants grappled and found themselves at the foot of another door that opened up, revealing two security droids with E-5 blasters.

"Freeze," the droids leveled their rifles at the outnumbered clone.

Splicer shoved the pilot droid's head into the floor and grabbed the barrels of the E-5s and pointed them away from him. One of the security droids kicked Splicer in the shin allowing the other to break away and hit the clone with his gun.

Splicer dropped to one knee. "All right, I give up."

The pilot droid got up from the floor and a third security battle droid walked up behind the other two, carrying a pair of binders to take Splicer away. The crafty clone saw his chance to escape and shoved past the three maroon marked droids and ran down the hallway. The droid carrying binders blocked the way of the two armed guards as they turned to stop the runaway but didn't fire.

As soon as Splicer ran out of the hallway into a new room he was clocked by a B1 grapple droid that was waiting for him. The blow knocked off the clone's helmet and dislodged one of his teeth. GD-79 grabbed the clone by the throat and lifted him into the air. "Okay, I give up for real this time." Grapple battle droids were large, slate-gray machines based on the basic B1 design, but they attacked with powerful claws rather than with blasters. Grapple battle droids had been used in limited quantities during the invasion of Naboo but their powerful presence made little influence on the invasion's failed outcome. They were ideal for fighting Jedi but were also proficient at breaking the bones of clones.

* * *

Captain Disraeli was shown the coordinates Splicer had provided before he was captured. "Ah, very good. We can finally end this pointless struggle. Launch all fighters and gunships to those coordinates."

"All of them sir?"

"Did I stutter?"

"No sir. Launching the fighters and gunships."

The sum of the Acclamator's airborne reinforcements sped off to the Confederate base. The numbers choked the sky and were noticed by several droid patrols and civilians who alerted the Separatist military.

* * *

KJZ-8267 walked over to OOM-9, who was busy preparing for their anti-air defenses against the incoming wave of aircraft. "If you don't mind General, I could personally lead our squadrons against this threat," the pilot droid offered. "Very good Lieutenant."

The gunship fighters were met by combination of Scarabs and Vulture fighters. KJZ-8267 led the group from a Scarab fighter. The gunship fighters lacked the durability of the Scarabs and the maneuverability of the Vulture droids. The gunship fighter's single laser cannon out outmatched by the four blaster cannons both versions of the CIS starfighters' possessed. The average Republic fighter was painfully outmatched by the much older Trade Federation starfighters.

The LAAT gunships bypassed the starfighter dogfight to assault the main base. The command battle droid on station looked out through electrobinoculars. "Fire!" AA-B anti-air missile knight turrets targeted their quarry and attacked. The old Trade Federation missile knights were tall, brown automated turrets that fired homing anti-air missiles. The gunships instantaneously took on heavy causalities, their pilots not used to such unusually extreme anti-air defenses. The LAATs started landing in and around the base and releasing their clone contents.

All around the base, battle droid infantry clashed with the clone troopers, whom were attempting to break inside. Zako and SSA-719's army was returning to the mess of a fight from their own cluttered clash. SSA-719's tank droid ran over a cluster of clones that happened to be trying to access a vehicle service entrance. The LAAT that had deployed the troopers took off as SSA-719 and his battle droids attacked in vain with their blaster weapons. The gunship was doomed as it flew high enough, it attracted the attention of the missile knights and the turrets promptly shot it down. Riding a STAP-2, Commander Zako drove up to SSA-719. "I thought we just left this party," he said over the roar of laser fire. The exasperated human and his security droid partner entered the base.

Splicer's prison cell was powered by laser bars; far more expensive to maintain than a standard metal cell door but provided the guarantee that the captive would not try to escape. They could incinerate upon touch or give a mild electric shock depending on what power level it was set on. Despite Splicer's boredom he decided to not test it out on himself, resigning to the mystery of not knowing. The clone was rather bored so he decided to give his guards a hard time. "Hey when do I get to eat? I'm starving here. I'm bored. I need to use the refresher." Splicer complained to the guards with every grievance he could think of.

"Quiet."

Without warning a blue blaster bolt shot one of the security battle droids. The captive and remaining guard turned to the doorway to see clone troopers filing into the cellblock. The second guard fired his E-5 shotgun and a barrage of green lasers slammed into the lead clone intruder. The two clones behind the point clone fired on the remaining security droid and took him down. A clone hacked the cell lock and released Splicer while the others checked and discovered the blasted clone was still alive. Another clone gave Splicer the wounded clone's DC-15S blaster. Splicer felt a surge of confidence as he finally held a DC weapon in his gloved hands again. Two clone troopers helped the wounded soldier to his feet and helped him walk. The raiding party left the cellblock to get help for the downed clone.

* * *

KJZ-8267 shot down another enemy fighter. The small craft with red trim was his third kill that battle. OOM-9's strategy of conserving the aircraft had worked; the Separatists had plenty of fighters to deploy. The Republic seemed to have played the same game, but had less starfighters overall.

Below Major Katen's forces were finally reaching their destination of the home base. Ashley was riding on the outer tread cover of one of the NR-N99 Persuader tank droids. She gave the droid a soft pat. "Hurry, we need to get to the base, we've vulnerable out here," she told the large treaded droid. As if to reaffirm the urgency of her command, a starfighter crashed down close to their proximity.

* * *

Splicer and the other clones ran through various corridors. The newly freed clone had hoped his allies had remembered the route they came from. Sirens blared as droid troops moved to defend their facility. Two super battle droids blocked the path of the escaping clones. The hulking silver-blue colored droids deployed their right arms to firing mode and let leash a crimson barrage of blaster fire. The clones hid around the corners leading into the hall while the pair of B2s continued their attack. One of the Jango replica troopers noticed the droids were firing at head level, trying to go for headshots, so he took a prone position and peered around the corner and fired on the legs of one of the droids. He took out the droid's right leg and the super battle droid fell to the floor, only to orient himself with his left arm. The torso of a droid fired at ground level at the prone clone, but the latter's allies pulled him to safety before he was hit. "This isn't going very well."

"If we take too much longer some of their tweezer friends are liable to show up," a clone said, referring to B1s.

"Die Republic dogs!" the still standing super droid declared, attempting to disrupt any clone communication with standard insults.

"Time to take care of business the easy way," another clone said as he activated a thermal detonator and tossed it down the hallway towards the two mechanical enemies.

* * *

From inside the command center OOM-9 issued a stream of instructions. The battle in the air was in their favor, but the clone troops that the gunships deployed were wrecking havoc in the base. A group of clones was closing in on the control center's entrance. "Close the blast doors, I don't want any uninvited guests in my command center. I want droidekas up here at once."

* * *

Splicer and his rescuers finally made it out of the base. Although from the intensity of the firefighting outside Splicer thought they stood better chances indoors where enemy aircraft couldn't take potshots at them. The clone sergeant called for a ship, "we have a wounded man, we need evac now!" "Copy that," a voice replied from his wrist comlink.

A pair of destroyer droids rolled up from the route the clones took to leave the base. Splicer saw them and closed the door on them before the droids could roll outside to engage them. The best strategy for a clone or Jedi to deal with a droideka was to run from it, but Splicer was able to do one better and humiliate the droids. "The Colicoids must be stupid or something, that is the worst design ever, poor rollies don't have any hands, defeated by a door. Ha ha ha."

A Vulture droid dropped out of the sky and landed in walking mode as if to gain retribution for Splicer's injustice. The clones opened fire on the converted droid walker.

"Where's our ride?" the sergeant asked into his wrist comlink.

"Just give me a few more seconds," a reply came back.

In precisely four seconds since the pilot gave the answer, the LAAT/i landed right on top of the walking mode Vulture droid, crushing it. The Republic soldiers sprinted toward their ride to safety. The two clones helping the injured trooper walked slowly and brought up the rear. A thermal detonator battle droid that was hiding behind some supply crates decided to make his appearance. The gray battle droid aimed his mortar launch tube and murdered the cluster of three clones. Splicer saw the droid and fired, but it was too late, his allies had been killed. They were so close to making it out alive. The LAAT took off and fled from the battle. Splicer looked out at the planet below him and felt guilty, the clone squad had come specifically to rescue him but had lost three lives in the process. It didn't seem fair to Splicer, sacrificing three to save one, it would have been better had they never came for him. They had been so very close to making it. The loss of the trio of his brothers coupled with the fact that Moonbeam had been killed made this a very bad day in Splicer's book. Despite his sour mood, Splicer's rescue was the only victory as the mission to capture the Confederate base ended in failure.

* * *

Once everyone was back in the command center and the remains of the air assault were repelled, OOM-9 detailed his plans for the next phase of the mission. "Recon droids have spotted a large Republic force heading in this direction from the north, and a sentry post picked up a second detachment that is approaching from the south."

"Why would they come in from the south? They'd have to go through a maze of canyons," SSA-719 said.

"Such a route would be time consuming and dangerous for their walkers," EEK-176 added.

"Commander Zako, you and Major Katen are in charge of defending the base from the northern assault while the rest of us will lead a small force to destroy the southern attackers."

"Just the two of us General?" Katen asked, confused at the lopsided allocation of officers.

"Affirmative. You two are more than capable of repelling the Republic's march."

* * *

The droid leaders left their human contemporaries at the command center and went to round up their forces for the defense of the canyons. "Sir, do you believe it wise to leave Zako and Katen in charge of the main base?" EEK-176 asked OOM-9. "They need more experience commanding large amounts of troops in an actual battle. This is primarily for Commander Zako's benefit; as he is too emotionally attached to his troops and needs to learn that casualties are a part of war and that he cannot save everyone. But Major Katen also needs to learn that there are administrative responsibilities during battle and that she cannot always fight on the front lines. At any rate, the clones approaching from the southern canyons are a credible threat that we must answer."

"I believe you give our human friends too little credit," 3B3-888 said.

"I do believe in them but they must be given this stress test now, in the early stages of the war, so that I can accurately rate their abilities for future operations. All of our skirmishes with pirates and other factions during the past decade is nothing compared to the challenge of a professional army of the Republic that we now face," OOM-9 answered.

* * *

"Quit it," Ashley swatted at Karl as he rubbed his shaved head in a state of anxiousness.

"Oww, what did I do?"

"That's a horrible tell. You can't show weakness to the enemy."

"We're safe in the command center, the enemy is no where close to here."

"You can't show weakness to your troops either. Now stop being such a coward and show some backbone."

"I'm not removing my spine for you or anyone else."

"That was a terrible joke. Now I'm going to go inspect the frontline troops, so do try to be competent while I'm gone."

"Hey, I'm the competent one!"

"Ok, we better cut it out now, OOM-9 left us in charge."

"Yeah, yeah," Commander Karl Zako agreed, the two officers abandoning their playful banter to focus on the task at hand.

* * *

The Republic attack group invading the canyons composed primarily of AT-TEs and infantry forces. The six-legged walkers traveled in a single file convoy while eliminating small pockets of scouting battle droids.

* * *

Zako looked at the viewscreen and couldn't believe what he saw, hundreds of Republic speeders heading straight for the base. "They're rushing us!" He turned to a droid, "alert Major Katen!"

"Roger roger," the droid answered in the typical response as he started working at his communications console.

Ashley Katen received the message and removed her officer's hat and mounted her speeder platform. She revved the engines and led an enormous group of STAPs, STAP-2s, armored scout tanks, and speeder platforms out to meet the enemy GAR speeders.

The two massed speeder armies drove straight at each other, firing when they got within range. The STAPs flew higher to escape the incoming fire directed at them. A pair of OG-9 homing spider droids took potshots at the Republic speeders, but in the mass confusion of the biker battle, the spiders were just as likely to strike allies as they were enemies. Several of the GAR speeder bikes broke off from the main group and headed toward the CIS base.

* * *

The GAR battle group managed to squeeze two AT-TEs side by side through the narrow canyon. OOM-9's strike force went around through a secret tunnel and came out behind them. "Remember to focus your fire on the clone troopers and plant your time bombs on the center legs of the walkers. We need to be wary of the rear cannons," OOM-9 said. "You heard the General boys, watch out for the AT-TEs' butt cannons. We may be taking a lot of butt fire from those walkers," 3B3-888 joked.

"Your attempt at humor is disgusting Sergeant," EEK-176 said.

"Just trying to inspire the troops with some observational comedy. I'm not the one that designed the Republic's walkers with butt cannons," 3B3-888 shot back.

"No doubt Major Katen is wearing off on you," EEK-176 replied.

"I think you're mistaking humor with anger, the Major is more morbid than funny," KJZ-8267 corrected EEK-176.

"Cut the chatter, we're moving out," OOM-9 said. The droids swiftly approached their targets. Upon reaching a close distance OOM-9 gave the silent hand gesture to fire on the clone troopers. Five clones dropped dead on the ground before the Jango copies even turned around. An action filled moment later and no clones were left standing. "Quickly, before the walkers release more infantry!" The battle droids planted the time bombs and retreated to a safe distance. The AT-TEs blew up, broken and useless.

"That was just their advance unit, we must hurry and push the battle further from this spot, scouts report that they are traveling single file but they were able to fit two walkers side-by-side in this pass," SSA-719 informed the others.

"We can't allow them to reach this point again," OOM-9 declared.

* * *

Once again, clone infantry had infiltrated the CIS base. The Republic forces had a loose understanding of the base's layout from the group that attacked before. Utilizing this knowledge, a small strike force headed straight for the control center. They swiftly eliminated any droids they came upon, preventing them from alerting others. The doors leading to the command center were wide open and the clone troopers decided to let themselves in. However, the area was not unguarded the clones soon discovered as security battle droids fired upon them.

Zako was taken by surprise by the interruption of the offenders right in his face. The Separatist officer ducked down and took cover behind his console. One of the clones was armed with a Z-6 rotary blaster cannon that turned the tide in the Republic's favor. Even the two B2s present fell to the powerful weapon. Zako entered a code and locked up the center's computer systems. With their information and command systems safely locked up, the CIS officer ordered his pilot battle droid staff to evacuate. Zako and his pilot droids ran out of a different doorway from where the clones had entered. The clones quickly defeated the remaining droid defenders and claimed the command center as their own.

"Sir, they've locked us out of the computer systems."

"Then hack into them Corporal."

"That may take some time sir."

"We have all the time in the world, we're not going anywhere and neither is this command center."

* * *

The AT-TE attacked the droids head on. A rock bridge overhead was laced with detonation packs waiting for EEK-176's command. The first tactical enforcer passed under the bridge safely, but when the second was directly underneath, EEK-176 activated the explosives, causing the rock formation to fall down and crush the walker. The first AT-TE was now trapped with the CIS and the other walkers were unable to help. Four dwarf spider droids eliminated the stranded all terrain tactical enforcer. The AT-TEs stuck on the other side expelled their clone contents, turned to face the walls of the canyon and started to scale them. KJZ-8267 stared in disbelief upon seeing the large walkers crawl up a nearly perfect vertical incline. The clone troopers used their ascension guns and also started to scale up the wall.

"Focus on the walkers, don't let them crawl out of the canyon!" OOM-9 ordered his troops. SSA-719 pointed his BAW E-60R rocket launcher and hit one of the walkers in the leg multiple times. The loss of one of its six legs caused the walker to fall to the canyon floor with a loud thud.

* * *

The clones' victory of capturing of the command center was short lived as an elite force of droids was deployed to take it back. The grapple battle droid GD-79 entered the control room first, followed by two flame battle droids. GD-79 reached out with his clawed hand and grabbed a clone's head and slammed it into the wall, breaking both helmet and skull. The flame droids shot fireballs from their wrist gauntlets that fried the clone defenders. The clone with the Z-6 rotary blaster cannon fired and struck GD-79 multiple times before the hulking robot grabbed the cannon and snapped it in two. The gray droid then grabbed the genetic copy by the head and hurled the clone as a makeshift projectile at a cluster of three other troopers. The power of the throw knocked the clones off their feet. Four droidekas rolled in and started moping up the leftovers. When the fighting ended, Commander Zako and his pilot droid staff returned, followed by a small cadre of OX9 worker droids. Zako stopped and turned to the worker droids, "get rid of this garbage," he motioned at the clone corpses. The OX9s beeped in acknowledgement and started dragged the dead bodies out of the control room.

* * *

OOM-9 motioned 3B3-888 to come over to receive instructions. "3B3-888, I want you to destroy the dam and flood the canyons."

"Roger roger," the battle droid sergeant took a group of droids and branched off to a separate canyon path that lead to a dam that kept a large lake from flooding the canyons. The rest of the droid forces pushed onward toward the still advancing GAR forces.

* * *

The main attack force was finally approaching the CIS base from the north. The Separatists had not yet finished the battle with the troublesome speeders and were ill prepared for a serious fight. Safe inside the massive military base, Zako ordered the dwarf spider droids and homing spider droids to advance and protect the bio cannons and HAGs that fired behind the advance armor.

The clone commander on the other side of the battlefield countered the Separatists' move, "have the AV-7 anti-vehicle cannons follow directly behind the AT-TEs."

The number of speeders on both sides began to grow thin, giving way to a plodding battle between the opposing forces heavy armor. Squads of clone troops advanced alongside their walkers while the CIS did not have their droid infantry formations prepared. The Republic's tactical walkers engaged the spider droids with great success, for two homing spider droids were destroyed for every one AT-TE. However the HAGs and bio cannons were able to outgun the clone artillery cannons. The numerous clone troopers and sparse dwarf spider droids seemed to cancel each other out on the battlefield.

* * *

3B3-888's group made it to the entrance of the dam; the droids noticed four abandoned 74-Z speeder bikes parked in front of the entrance. The point super battle droid reached the doorway and was blown up by a stealthy-hidden detpack. The droids looked around for any enemies but found none. 3B3-888 motioned for a B1 to take point and the team of droids marched into the massive structure.

Once the last of the droids had marched inside, a clone trooper appeared from out behind a rocky outcropping near the dam's entrance and radioed to his three allies inside the dam that they had company. The clone had been ordered to guard the entrance and decided to hide when the droids approached. He was able to assassinate one of their soldiers without any harm to himself and entered the dam behind the droids, planning to shoot them in the back one by one.

* * *

A few of the walkers and clone troopers made had managed to crawl up out of the canyon despite OOM-9's efforts. The droid general called in an air strike from an awaiting squad of E-STAP starbombers. OOM-9's droid army entered through a cave passageway to make their way round the rubble roadblock they had created. OOM-9 was still intent on bringing the fight to any remaining enemies before they got within range of the base.

* * *

All of the spider walkers had been pulverized and the AT-TEs started shooting at the artillery. The bio cannons retracted into ball mode and rolled in reverse to safety while the slower HAGs stood their ground and fought the walkers. The remains of the CIS starfighters were redeployed against the GAR ground attack. Their strafing runs proving ineffective against the armored walkers. The last vestiges of the clone infantry spaced out from each other so that the fighters could not kill them in a cluster.

* * *

The clone waited patiently and was rewarded when a dawdling B1 was momentarily separated from the others as the droid group rounded a corner. Rather than risk the noise that his blaster would cause the clone opted to sneak up behind the machine and swiftly snapped his elongated head off his skinny neck. The B1 had no clue and put up no fight as he was underhandedly killed.

* * *

3B3-888 sheathed his E-5 onto his backpack and accessed a terminal his point droid found. The aging computer provided the unprotected layout of the dam to 3B3-888. "There, that large collection of turbines, that is our target." The clone slinked behind them had not known that the droid squad had stopped and nearly sneaked right into the midst of them. They hadn't noticed his presence and the grateful clone slowly started to back away. "Hey where's 3B4-9872?" a B1 asked the group.

"I thought he was right behind me," another answered.

The battle droids turned as one to the rear and saw the clone trying to slink away. "Stop right there!" The clone answered the command with a blaster blot to the droid's face. Two other droids aimed their weapons, fired and missed the clone as he rounded the corner. "After him!" 3B3-888 yelled.

The lone clone ran as the squad of droids chased after him. He hoped his allies would get there soon. He dashed through a doorway and closed the door behind him, but the trooper was unable to find any sort of locking mechanism for the door. As the clone fumbled with the unfamiliar controls the door opened, revealing a B2. The clone let loose a flurry of blaster bolts and crippled the silver droid. A B1 behind the larger robot was knocked over as his larger brother fell backward onto him. The clone turned and ran again, with 3B3-888 leading the droid pack in pursuit of him.

* * *

Zako had finally managed to get descent-sized legions of infantry to charge the remainder of the walkers when Katen entered the command center. "I thought you were out inspecting the troops?"

"There are no more troops to inspect," she snidely shot back. "What the hell have you been doing?"

"Repelling the enemy," Zako exasperatingly answered. Hailfire droids began to roll out, easily catching up with the charging battle droids on foot. The wheeled tanks overtook their smaller allies, firing off their deadly missiles. Streams of black smoke trailed after the blazing purple missiles as they spiraled around the battlefront. The majority of the missiles missed their intended targets and succeeded only in creating an impressive ground-level fireworks show. Only through the sheer quantity of missiles were the remaining walkers finally halted.

* * *

Red and blue lasers swung back and forth across the canyon. KJZ-8267 took cover and fired from behind a dwarf spider droid. The next wave of Republic troops took the form of AT-RTs, clone personal walkers, and the inevitable clone infantry. SSA-719 fired another purple-colored rocked that slammed into an all terrain recon transport. In the heart of the droid formation, EEK-176 and OOM-9 stood side-by-side, blasters firing on full automatic. "Their presence here is stronger than we thought," EEK-176 stated while simultaneously shooting his gun.

"3B3-888 should be close to completing his mission," OOM-9 replied.

"We can't hold out much longer, and there's always the possibility that he may fail," EEK-176 worried in a deep monotone voice that didn't match the urgency of the situation.

"The probability of his failing is too small to bother to calculate, only four speeder bikes were able to escape us."

* * *

3B3-888 and his slowly dwindling squad had lost track of the annoying clone trooper and changed their route to the massive turbine room. The robots were one floor beneath their target and approached the stairwell when they ran into a group of three clones descending the flight of stairs. 3B3-888 unclipped his only thermal detonator from his torso, a Merr-Sonn V-1 thermal detonator. The V-1 were less destructive than some of the more expensive models but were able to be magnetically attacked to the torso pistons of battle droids, up to two on each side, allowing a single droid to carry up to four. The easy of carrying the explosives coupled with the inexpensiveness made the V-1 model a popular weapon for the Droid Army. 3B3-888 gave the explosive ball a little toss and it detonated right in the middle of the clone trio.

The band of droids continued on their way and reached the turbine room, where they were greeted by the stares of gawking dam engineers. The civilian workers ranged from humans to Zeltrons and Rodians. 3B3-888 could understand the human and humanoid facial expressions to a certain degree, due to his prolonged exposure to Commander Zako and Major Katen. The Rodians were another matter, but he assumed they shared they same mind-set as their fellow workers. Even though these civilians were under the protection of the Confederacy, 3B3-888 was going to enjoy watching their reaction to his next action. The sergeant motioned for the B1 carrying the time bombs to hand them over.

"The dam has been compromised, evacuation is recommended," 3B3-888 explained to the dam engineers as he set the time bombs on one of the active turbines. A mixture of confusion and horror painted the faces of the unfortunate engineers and a split-second later they were running in a panic. The droids turned to leave, knowing they would have just enough time to escape themselves.

The droids located an elevator and went to the roof of the dam. The battle bots walked across the surface of the roof, tiny dots against the enormity of the building. The _Emerald Slicer_ approached from out of the clouds in the sky and landed. The remaining clone had taken the stairs and met the droids on the roof. The droids shot at the Jango replica, forcing him back into the doorway from which he came. 3B3-888 and his merry band of dam saboteurs boarded the _Emerald Slicer_ and departed from the danger zone. Seeing his chance to be a nuisance one last time, the clone broke out into a run firing on the brown shuttle as it launched.

Once the shuttle was out of range, the clone lowered his rifle. His mind paused to think over why the droids decided to leave when they had him on the ropes. The soldier's thoughts were interrupted when the ground beneath his started to violently shake. "What the…"

* * *

EEK-176 heard a loud sound and turned to see the wall of water rushing towards him. "Maybe this wasn't such a good id-" the wall of water cut off the commander's statement as it careened into him and the others.

* * *

Commander Zako only half listened to the various droids giving him reports on the various stages of retreat the remains of the Republic was in. To the human officer it was unimportant; he didn't see what difference it would make on how well informed he was at this point. He was exhausted, being awake, traveling and fighting for over twenty-four hours. Zako was sure the hailfire droids would finish off the retreating clones, but he had ordered armored scout tanks to join in the route just to be sure they didn't miss any fleeing targets.

An equally tired-looking Ashley Katen slinked over to Karl. "Damn, the clone army was a lot tougher than on Koru Neimoidia."

"That's because the clones were the ones who were tired by the time we got to Koru Neimoidia, and we had the Neimoidians fighting with us," Zako explained.

* * *

"Sir, the Separatist ships that fled before are returning… in attack formation," a crewman informed Captain Jervous. "Prepare for battle and inform the others that we're under attack." "They're jamming our transmissions sir." "Then send a shuttle and inform them directly."

Scores of droid starfighters were thrown up from the hangers of the control ships. The abundant fighters destroyed the shuttle and prevented anything else from being launched. The two Lucrehulk-class droid control ships dwarfed the single Acclamator, the skirmish was so one-sided that OOM-8 deemed to safe for the smaller vessels such as the super freighters and missile frigates, to participate in the battle directly at close quarters.

"All power to the deflector shields!" Jervous ordered as warning sirens blared throughout the ship.

"Sir, we've lost our deflector shields!" a reply came back as if to slap the stressed captain in the face.

"Evasive maneuvers! Get us down to the planet's atmosphere!"

"We can't, smaller enemy vessels are blocking our way."

"We no longer have the durability to ram them out of the way sir," another crewman added.

"Sir, our engines are offline!"

"Sir, we have a hull breach on level one!"

"Launch all fighters and shuttles!"

"But sir! They don't stand a chance; they'll be shot out of the stars before they can put up any resistance!"

"They're the distraction while we get away in the escape pods! All hands evacuate the ship!" Jervous left his post and ran for the escape pods, followed closed by his crew. The ship's crew managed to eject while droid fighters slaughtered their teammates. Under the stress of the immense attack, the Acclamator broke to pieces.

OOM-8 was pleased with the results. Their overwhelming numbers had ensured a quick and decisive victory. "Recall the fighters and launch the pod hunters, I don't want any enemies to escape." OOM-8 ordered a droid to call his planet-side allies so he could inform them of his success.

* * *

After the roaring waters ceded, the battle droids merely stood up from wherever the current dragged them and started shooting clones as they lay on the soaked ground. Many of the hapless targets were already dead, from drowning or getting their precious necks or spines snapped from the force of the tidal wave. The dwarf spider droids were heavy enough that they just held their position as the water passed around them. The AT-TEs held the same advantage, but any surviving clone troopers were severely waterlogged.

* * *

"Sir, Captain Jervous isn't responding."

"Sir, the northern attack on the base has failed."

"Sir, the southern attack on the base has failed."

"Sir, we've lost patrols thirteen, fifteen, and sixteen. And the units in the cities are reporting armed uprising by the locality reinforced by battle droids."

Captain Disraeli was getting tired of the string of failures the clone naval officers were bringing him. The same constant voice droning at him from nearly every mouth on the ship, the steady stream of the title 'sir' when they should change it up once and a while and address him as 'Captain.'

"That's it. Prepare to launch _Universal Justice_, we're getting out of here."

"Sir, we cannot abandon our troops."

"Do not tell me what I can or cannot do clone," Disraeli snapped. His anger brought about by the frustration of the apparent lack of quality in his assigned troops. Disraeli had served in the Republic Navy long before the clone army was around and thought that the clones were poor replacements for hardworking, unique men and women. The clones may make good foot soldiers but he questioned their value as crewmembers of naval vessels. How he ended up assigned to a ship with an unusually high clone to natural ratio he didn't know. He had grown tired of seeing the same face and hearing the same voice over and over again and longed for the old days before the Clone Wars when most Navy assignments were about hunting small groups of pirates or transporting dignitaries.

"At the rate things are going there will be no one left to save, we must cut our losses and retreat to friendly space." Disraeli knew the clones didn't like his orders, but he was certain that they were genetically bred to follow them. They were at least good for that much.

* * *

The pod hunter neared Captain Jervous's escape pod. The non-clone captain opened up the comm and tried to hail the droids. "This is Captain Filn Jervous of the Republic Navy, I wish to surrender. I would be far more useful to the Confederacy alive than dead."

RKT-421 didn't respond to Jervous but informed OOM-8 of the situation. The Commander responded by telling RKT-421 to bring the escape pod back to the _Magna Musai_.

"Captain Jervous, this is RKT-421, you will be seized and are henceforth property of the Confederacy of Independent Systems," the rocket battle droid called Jervous.

"Understood."

The pod hunter grasped the escape pod with its metal claws and ferried it back to the droid control ship. Upon completing docking procedure in the hanger, the trio in the escape pod heard a voice from outside the pod. "Open up in there."

The two clone troopers held their weapons at the ready. "Holster your firearms you idiots! You two can't fight the entire droid army alone and if you provoke them then we'll all be killed!" Jervous yelled.

"But sir, do you really think the clankers will let us live?"

"We stand a better chance if you put down the blasted guns; we're no good to the Republic dead." The trio freely exited the pod with their hands up and was escorted to the holding cells.

* * *

Jervous couldn't tell but it had appeared to him that they were only in the cells for a few hours before he and the two clones were taken from their cells and escorted to a new location.

The Republic prisoners and their droid guards approached a door where EEK-176 awaited them. "Here we are, custodial room 138," the lead security droid stated.

"This is now torture room 1," EEK-176 corrected the droid.

"I wasn't aware of any such changes," the security battle droid explained.

"It is a recent modification, schematics and floor plans have not yet been updated."

"This can't be good," one of the clones whispered.

"This won't be good," the other clone corrected his brother.

The hapless prisoners were forced inside the room and locked in with EEK-176 and a few security droid guards. One of the clones was stripped of his body armor and was only covered by his black body glove. The armor-less clone was then chained to the wall. EEK-176 turned his elongated head to look at the other, still armored clone. EEK-176 walked up to the clone and punched him in the face. The impact of EEK-176's balled fist shattered the T-visor into several broken shards. The clone dropped to the floor, and EEK-176 knelt down to pick up some of the shards. The droid commander took the handful and shoved it into the eyes of the clone chained to the wall. A wailing cry of pain engulfed the makeshift torture room.

"This is barbaric and senseless! Aren't you even going to ask him any questions first?" Jervous said. EEK-176 ignored the captain at first, then thought better of it and answered him. "Do you really think these clones are going to give up any information? And what useful information would low level grunts have anyway? No Captain, this is a demonstration of what is in store for you if you do not divulge all your secrets."

"Don't tell them anything sir, we can take it," the armored clone said, still on the ground.

"Quiet you," EEK-176 kicked the clone in the head. The droid then grabbed the clone's hand and bent back one of his fingers, causing another cry of pain. EEK-176 turned his attention away from the clones and grabbed Jervous' hand.

"Stop! I'll tell you everything!" Jervous yelled at the top of his lungs. The captain was in no rush to get his fingers broken.

"Oh?" EEK-176 tilted his head to the side in an attempt to mimic a gesture of curiosity, since he himself was not capable of facial expressions.

Zako and Katen were extremely tired, having been constantly awake longer than humans should, but their morbid curiosity propelled them to inspect the new torture facility aboard the _Magna Musai_. Despite the clones shackled down, a security droid escorted the two fatigued officers. The bloody horror that greeted them provoked smiles on their faces. The pair started manically laughing.

"Ha ha! Serves you sods right for opposing us!" Ashley proclaimed in a semi-serious, booming voice. "What's wrong? Your boss saved your pathetic lives did he not?" Ashley put her hand on Karl's shoulder to help to her balance. Karl was too weary to make a snide comment to the prisoners of war and only managed to continue his evil cackle. The two clone troopers ignored the teasing from the gray-uniformed officers.

After the two sadists had their fun, they left the torture chamber only to realize that their private living quarters were onboard the older _Scrapyard_ and that they were currently on the newer _Magna Musai_.

* * *

**Author's Note:** The planet Kile II originally appeared in the video game Star Wars: Rogue Squadron. It was a mostly barren planet with many canyons.

The speeder platform and HAG-M both first appeared in the computer game Star Wars: Galactic Battlegrounds.

The STAP-2 or heavy STAP first appeared in the video game Star Wars: Battle for Naboo.


	5. Battle of Wor Tandell

**Chapter 5: Battle of Wor Tandell**

The primary fighting on Kile II had lasted little more than twenty-four hours but it took the next week for the droid forces to root out and exterminate the clone trooper remnants that were left behind when the sole-surviving enemy Acclamator managed to escape. OOM-9 found fighting the clones to the bitter end was annoying since they proved to be so resourceful, even when faced with impossible odds and no hope of escape.

"Fighting these clones is far different than fighting the Naboo security forces," OOM-9 observed.

"Or the Gungans," 3B3-888 added as OOM-9 handed him the electrobinoculars to view the battle. "The technologically inferior pirates we've slaughtered over the years haven't been much of a challenge either, not like this so-called professional army the Republic's concocted."

A trio of OG-9 homing spider droids had encircled a squad of nine clone troopers. Despite being outgunned the soldiers continued to shoot at the large walkers with their DC-15A rifles. Once the spider droids cut their numbers down to three, the clones finally surrendered and B2 super battle droids moved in to take the prisoners away.

"Looks like EEK-176 will have more unfortunates to torture," 3B3-888 said.

"He's spent a great deal of time in the torture chambers, hopefully he's become proficient enough that his data will be able to train soldiers everywhere on how to successfully interrogate clone troopers. He's had his fun and needs to return to his standard duties," OOM-9 said as he and Sergeant 3B3-888 turned and left for their waiting shuttle. A sharp wind briefly pushed against their backs.

While the two walked, OOM-9 activated his imagecaster and was greeted by a small, blue image of Commander Zako. "What is the progress of the recycling Commander?"

"Eighty-two percent complete General," the small hologram replied.

"Very good Commander, update me when the task is complete," OOM-9 shut the device off. The budget-minded Trade Federation was always recycling or re-using destroyed battle droids. Bringing back entire units to fully online status or, if they were too damaged, using the functional components as spare parts for other droids.

During the Battle of Grassy Plains, OOM-9 already had PK droids scavenging the battlefield collecting the pieces of fallen infantry even as enemy Gungans were still being rounded up. The positive practice was carried from the Trade Federation to the rest of the Separatist Alliance. The one requirement was that the CIS needed to win the battle in order to stick around to pick up the parts. That specific condition turned out to be a challenge as the Separatists' were losing battles right and left in the war. Nevertheless, the practice saved the Confederacy money, something that pleased the Separatist leaders that had risked their corporations' wealth on the venture of war.

* * *

Captain Disraeli stood before Admiral Wurtz. "What are we going to do about this Captain? I am not a happy man. How did you manage to lose five Acclamators' worth of clones anyway?"

"Most of my troops managed to escape, and the clones stationed aboard the Acclamator we had holding in planetary orbit never got the chance to fight. Those droids we fought were better organized than previous battle reports indicated."

"I doubt that the Confederacy has managed to improved their droids so well so quickly, it must be a fluke, or the work of a skilled military leader. Still, it does not change the fact that your mission of an embarrassing failure. Every battle we lose we embolden the Republic's enemies, and a loss of this caliber is sure to generate courage amongst the Confederacy's cowards."

* * *

OOM-9 had received EEK-176's report that a hidden Republic listening post was stationed on the planet Kalaan in the Kalaan system. Before they left for the target system, the 8th Fleet was reinforced with new capital ships freshly built in the Zalost system. Three Munificent-class star frigates, the _Komusai_, _Kuzack_, and _Executioner_, and two Recusant-class light destroyers, the _Enzack_ and _Wertizlan_, were a welcome addition to OOM-9's under funded space fleet.

The ships were currently commanded by a tactical droid named TH-1066, who was now another one of OOM-9's subordinates. TH-1066 was white colored with purple trim and had the impatient attitude typical of tactical droids. OOM-9 didn't care much for this model of supervision droid, believing their over eagerness to view other droids as expendable as a flaw. The tactical droids were new, and had already gained a reputation in the droid ranks as stern taskmasters. In OOM-9's opinion, the model of command battle droids to which he belonged were just as effective as the tactical droids, and were not the overly aggressive team killers that the newer tactical droid models were.

* * *

"I'm sure I don't need to remind you how expensive clones and their equipment are do I Admiral?" Chancellor Palpatine asked the holographic image of Wurtz that jutted out from his cluttered office desk.

"No sir. Disciplinary action has been taken to ensure that this will not happen again."

"Troops and war materials are costly to the already overburdened taxpayer, and it is our duty to see that the citizens of the Republic do not have to surrender their life savings in order to adequately defend democracy."

"Yes Chancell…" Palpatine cut the transmission. At the current rate the Separatists were losing battles, the war would be over before the Jedi Order was sufficiently depleted. It was good to see some individuals taking the initiative on the other side of his game. Palpatine mentally scanned his memory banks, seeing if he could remember who had been put in charge of taking Kile II. His busy schedule kept him from knowing all the intimate details of the galaxy-wide conflict. He could always have Darth Tyranus look it up for him, and then he remembered. That old battle droid OOM-9, the one that was the de-facto leader of the droid army during the invasion of Naboo. He thought the droid had perished on that planet a decade ago. Palpatine thought about assigning OOM-9 to a greater role in the war.

* * *

Before the fleet was able to jump to Kalaan they received a message instructing them to claim the planet of Wor Tandell in the name of the Separatist Alliance. On board the bridge of the _Magna Musai_, OOM-9 studied the report on the planet. The GAR had been proactive and had already stationed a military supply base on the world. Local polls taken indicated that 42% of the population was sympathetic to the Separatist cause, 28% would be willing to join the Separatist Alliance, but only 12% would be willing to fight for the Confederacy. OOM-9 surmised the organics of Wor Tandell expected to be protected by the Confederacy's battle droid armies. He had no qualms about this, and wondered whether the locals would be more willing to serve in non-combat functions.

"We may face a more difficult fight, the overall local population of Wor Tandell is not as friendly to our cause as those on Kile II. And the Republic already has a garrison there, ready and waiting for our arrival," OOM-9 informed his team.

"The clone troopers are not so tough, they're just cannon fodder encased in clunky, ineffective armor," Katen commented.

"Perhaps they just lack experience. During our few battles so far, each time the clone troopers seemed more of a challenge than the last, they are slowing learning how to fight," OOM-9 responded, his verbal explanation lacking intonation.

"We have over a decade head start on them in terms of experience," 3B3-888 commented.

"If the Battle of Geonosis was indeed their first combat mission, then that is true, but the entirety of the Droid Army has not accumulated experiences as vast as ours," OOM-9 said as he turned to looked at each one of his subordinates. "But the clone troopers are not our only concern, there is the issue of the Jedi."

"I killed one, he wasn't much of a challenge," Katen lighted up again, glad for the opportunity to mention her achievement.

"So have I, but we have not encountered them in large numbers yet," OOM-9 reminded Major Katen.

"There were only two Jedi on Naboo, and they proved to be a problem," SSA-719 said, remembering being cut down by the Jedi during his mission to escort Queen Amidala and her entourage to Camp Four. His humiliating defeat was over a decade ago, yet it was extensively burned into his mechanical memory. SSA-719 did not forget the first time he "died."

"With our new ships, we should have no problem dealing with anything the Republic can throw at us," EEK-176 entered the conversation.

"Yes, we will need another decisive victory if we plan to keep receiving new naval reinforcements."

* * *

The 8th Fleet exited hyperspace in front of Wor Tandell. The droid military was greeting only by aging satellites slowly orbiting the planet. OOM-9 and EEK-176 personally went down with the first wave of drop ships and landing craft. The transports entered the cloudy upper atmosphere and descended down to the lower atmosphere with no enemy interference. The Scarab escorts trailed across the vacant sky, searching for non-existent enemy targets. Katen, SSA-719, KJZ-8267, and 3B3-888 arrived with the second wave of C-9979 landing craft.

The freshly deployed ground troops started fanning out in all directions. They had landed in a jungle region of the planet. OOM-9 contacted Commander Zako, "We are experiencing no resistance, deploy the core ship to the assigned surface coordinates."

"Yes General OOM-9," the Commander replied in a monotone voice almost as robotic as OOM-9's. The _Magna Musai's_ core sphere detached from the outer ring hull and descended towards the planet's surface.

* * *

Minutes later the large ball-shaped ship's numerous landing legs touched down on the ground. Ramps extended and the droid army started to litter the planet's floor. After several waves left the sphere, Commander Zako appeared from out the top hatch of one of the rear AATs. He looked around at his surroundings, not recognizing them from the map of the drop zone he had studied earlier. Instead of dense jungles he saw a sprawling, barren landscape.

"These are the wrong coordinates, who put us down here?"

"The enemy may be jamming our sensors sir."

"May be?"

"We're not entirely certain."

"Alert our friends in orbit and find out precisely where we are."

"Roger roger."

* * *

"The Republic may have outfitted those old satellites with jamming devices," OOM-8 theorized.

"We should destroy them immediately," TH-1066 blandly stated.

"They may not be the cause, and they could be of use to us later."

"If they are the threat then the longer we wait, the worse off we'll be."

"Let's send inspection teams to check them out first," OOM-8 compromised. Escorted by hunter-seeker droids, Droch-class boarding craft left the hangers of the two control ships and headed toward the various satellites scattered about the planet.

* * *

The clone trooper Thor was careful with his footing as he treaded through the jungle foliage with the rest of his squad. He was the lucky one in that he got to carry the squad's only Merr-Sonn PLX rocket launcher, his favorite weapon. The GAR's secret spy satellite revealed the appearance of a Separatist fleet, carrying an army that far outnumbered the planetary garrison. The Republic was forced to outthink the droids if they were going to survive. The clone troopers wouldn't last long in a straight up fight so they planned to utilize hit-and-run attacks in the dense jungle.

The clones approached a droid deployment zone. A herd of brown-colored MTTs were leaving in the opposite direction, knocking over trees as they went. Clearing a path for the rest of the droid forces. The clones positioned themselves behind trees, waiting for Thor to kick off the battle. Thor crawled along the jungle floor until he was within close range of an armored assault tank.

OOM-9 was watching as his MTTs set out to crush a path through the tropical forest for his troops. From seemingly out of nowhere a blue missile whizzed through the thick jungle air and smashed into the rear panel on his tank. The cheap shot disabled his hovering tank and it dropped to the ground. The fireworks display was followed by a hailstorm of blue blaster bolts coming from the forest interior. OOM-9 grabbed his custom E-5 blaster and abandoned his now defunct vehicle. The three pilot droids that comprised OOM-9's tank crew followed their general, SE-14 pistols at the ready.

The clone troopers provided covering fire as Thor retreated to a safe distance. Half of the B1 battle droids they now fought were painted in a green-beige camouflage pattern to better help them blend into their surroundings. The other half of the droids that were just the standard beige made much clearer targets and were among the first to be gunned down.

The credible threat drew the attention of B2 super battle droids and dwarf spider droids. Thor saw a cluster of four B2s, fired another missile and destroyed the whole lot of them.

OOM-9 and his pilot droids came over to lend the other droids a hand. OOM-9 switched his blaster to the elite rifle function and the gun spurted out purple lasers in bursts of three shots. The three pilot droids, like the B1s, were wildly firing in the direction of the clones. OOM-9 ordered his troops, "don't fire at random, split up and attack at different angles." Following the advice, the battle droids started to do better. A tree that protected a clone from one angle left him vulnerable to another direction.

OOM-9 began receiving reports of clone attacks throughout the jungle. Small hit and run infantry squads that slinked away after attacking. OOM-9 was about to contact EEK-176 when a clone sprang out of a bush and shot at the command battle droid. OOM-9 switched his weapon to shotgun mode and blasted off the soldier's left leg.

Thor saw his squad mate in trouble and fired on OOM-9 with his backup pistol. His shots missed and he drew attention to himself. Two supers and a green camouflage battle droid started blasting in his direction, forcing him to pull back to a safer distance.

OOM-9 turned his attention back to the one-legged clone bleeding on the jungle floor. The clone heroically fought through the blinding pain to raise his gun at OOM-9 but the droid simply set his E-5 to flamethrower mode and set the clone ablaze. The trooper screeched in agony as he burned to death. The charred smoking corpse gave OOM-9 an idea.

* * *

Flame battle droids started to burn the jungle forest. If OOM-9 could control the fire, he could control where the clone squads could go, and force them into combat on his terms. The flame battle droids were based on the old B1 model and had orange markings designating their combat function. The droids' wrist flamethrowers were fueled by large tanks on the droids' back. The jungle burned, plumes of black smoke rose into the air as a harbinger of the impending doom of any GAR forces in the area.

EEK-176 personally accompanied the assassination squads. The droids, immune to the perils of the fire and smog were able to routinely root out and eliminate the clones. EEK-176 wielded a BAW E-5s sniper rifle. He was easily able to pick off the clones amongst the fire and foliage. Their bright white armor gave away their positions immediately.

"What idiots," EEK-176 sniped another clone, depriving the soldier of his left arm, "if they're going to wear bright white in the jungle then they might as well wear big signs that say Shoot Me."

* * *

A battle droid squad discovered a dead Jedi. "No blaster marks? How did this Jedi die?"

"What difference does it make?" a B1 questioned his sergeant.

"The General would want to know how he died, so he can formulate how to most efficiently kill the them."

A MED-47 medical droid was brought to the site, examined the corpse and informed the others, "this human has died of smoke inhalation."

* * *

RKT-421's boarding ship clamped on to the satellite and the rocket battle droids began to take it apart. They discovered that this was the spy satellite that the Republic had been using.

RKT-421 opened up a comm channel back to Commander OOM-8. "Sir, we've found the Republic's spy satellite."

"Good, attempt to hack into it if you can."

OOM-8 turned to converse with the hologram of TH-1066. "We've found the spy satellite but we should still examine the rest just to be sure."

"If that satellite can be reprogrammed we could turn the tide of the battle below," TH-1066 commented.

* * *

"It's a good day for you to die!" Sergeant 3B3-888 enthusiastically declared as he shot a clone trooper. A dwarf spider droid kept another clone pinned behind a tree while a B1 tossed in a thermal detonator, comically propelling the trooper into the air. SSA-719 aimed his E-60R rocket launcher and blew up four clustered clones. One of the clones ended up in the tree branches, his limp limbs dangling. "Wow, roger that!" a nearby battle droid observed SSA-719's handiwork.

"Awww, you didn't save any fun for me? Why do I even bother coming in with the ground troops if I don't get to fight," Katen whined as her squad approached the battle scene.

KJZ-8267 whizzed by in a STAP, "take cover, enemy walker incoming!"

Katen could feel the ground rumble as the GAR walker approached their position. The CIS infantry skittered to trees and brush as the large bipedal walker came into view. An all terrain experimental transport. The AT-XT was firing away with its double laser chin cannon at any infantry that caught its attention.

SSA-719 took cover behind a nearby tree. A pair of super battle droids were not so fortunate and were torn apart in a single blast. SSA-719 was lucky as the experimental armored assault walker drove right past him. He took aim and fired a missile right into the back of the walker's head. The impact did nothing to slow down the trial combat vehicle. A green camo battle droid walked right up to the all terrain transport and started shooting at the cockpit with his SE-14 blaster pistol.

Other droids joined in on the vain attempt to bring down the walker with their small anti-infantry firearms. The cautious clone pilot deemed the concentrated fire as a credible threat and activated the unit's experimental plasma shield generator.

The red blaster bolts continued towards the walker, only to harmlessly bounce off of the blue shield. Republic morale was rejuvenated and the clone troopers went on the attack. A herd of clones chased down a dwindling squad of battle droids. The droids purposefully ran pair of past of inconspicuously looking trees. When the clones passed between the two trees, the pair of flame battle droids hiding behind them unleashed a steady stream of fire and burnt the clones to a crisp.

The flaming clone troopers attracted the attention of the walker pilot. The AT-XT launched a volley of mortars, destroying the two flame droids and ending the suffering of the melting, half-alive clones.

3B3-888 tossed a thermal detonator in between the walker's feet but the explosion did no visible damage whatsoever. Four baron battle droids fired their missile launchers but were unable to bring down the mighty transport.

The walker became a rallying point for the GAR forces. KJZ-8267 swooped in on his STAP, firing at the clone infantry. The AT-XT tried to track him but he was moving too fast. With the walker temporarily distracted, the droid forces were able to rally and regain the advantage.

Six battle droids positioned themselves on top of a fallen tree and shot at the clone troopers below. "What?" a clone managed to blurt out before he was shot in the head. The clones were split between firing on the ground level droids or the droids that took the higher ground. "This is-" another clone was killed.

Katen finished explaining her plan to two grapple droids. "Understand?"

"Roger roger," the two tall droids said in unison. The three waited until the AT-XT tried to shoot at KJZ-8267 again. "Okay, now!" Katen ordered. One of the grapple droids picked up the other one and threw it at the walker's cockpit. The droid landed on top of it's head and held on to one of the mortar cannons as the walker moved.

"What was that? Have the seppers resorted the throwing rocks?" the clone pilot wondered as he heard a loud thud against the walker. The grapple droid drove his clawed hand into the top of the viewport. "What the…" The droid grabbed the driver by the throat, ripped him out of the walker and threw him to the ground below.

* * *

Commander Zako looked through his electrobinoculars to see a large GAR force approaching his position. Bringing up their rear were SPHATs. Their front vehicles were clone scout walkers and AT-TEs, short squat vehicles that allowed for the self-propelled to easily fire over them. It had become apparent that the Republic had tricked them into landing the core sphere here.

"Launch the core ship! Get it back into orbit! Prepare for a frontal attack!" Zako barked orders at his droid subordinates.

* * *

"Commander OOM-8, why have you summoned me?" Dr. Quartz demanded.

"We have found an enemy spy satellite but our troops are having a hard time hacking into it."

"You're crazy, I'm not going out there."

"No need for that, we just need you to talk them through the process."

"Very well, let's make this quick. Contrary to your beliefs, I do have better things to do than messing with uninspired Republic spy equipment."

* * *

A Separatist Mark IV recon droid flew through the jungle, uninterrupted by clones or the local wildlife. The small floating droid halted when it saw a large clearing where trees had been removed. Across the barren wasteland on the far side was what looked to be an enormous and well-defended Republic base. The recon droid transmitted the coordinates to its superiors and went to take a closer look.

* * *

Zako's army lined up in the standard open field battle formation, and the opposing clone army did the same. The GATs and IFT-Xs speed ahead of their respective groups to start the battle early. The core ship began to take off, to Zako, it seemed as if it would reach a safe distance away before the Republic artillery could reach firing range. The Republic's commander must have reached the same conclusion as gunships were sent after the core sphere. The few HAMLs on the ground fired their missiles at the aircraft and the core ship released a swarm of hunter-seekers to defend it from the LAATs. The defensive measures appeared unnecessary, as the rockets the gunships managed to plant on the large globe seemed to do no damage at all.

* * *

Thor finally managed to make contact with his fellow clone troopers. Alas, they seemed to be running away. "What's going on?" he asked as they ran by. His question was answered as he saw an AT-XT firing on its own infantry allies.

The grapple droid was doing his best to work the walker's controls, but he had no programming on how to operate the uncommon Republic vehicle. However, it did not take much skill to shoot at the white-armored soldiers that littered the area.

Thor hid behind a tree and waited patiently until the walker passed by him. He fired his rocket launcher and hit the walker's drive shaft, bringing the two-legged vehicle crashing to the ground. Thor turned to see B1s, B2s, and spider droids heading his way, so he decided to retreat with the rest of his brothers.

* * *

Commander Zako looked through his electrobinoculars and saw someone staring back at him on the other side. The being staring back at Zako was a robed figure using his own pair of electrobinoculars. "Get me a sniper, now now now!"

"Reporting."

"Over there," Zako pointed, "kill that Jedi!"

The battle droid scanned the area, "which one is the Jedi?"

"The one with the electrobinoculars who doesn't look like a clone!"

The sniper found his target, "target acquired, target locked, firing."

The red beam shot across the battlefield towards the Jedi, who activated his lightsaber and deflected it back. Zako saw the shot coming and stepped to the side, the laser whizzed by him a second later. "Hey the Jedi deflected it back at me!"

The droid sniper lined up for another shot. "Cease fire! Cease fire!" It was too late and the droid shot again. Zako hit the deck before the shot had time to bounce back around to him. The Jedi instead reflected the shot at the sniper, upon seeing the officer take cover so soon. The droid didn't move out of the way, was hit square in the chest and fell to pieces. "Well that's just great!"

Confused at his superior's statement, another battle droid turned and questioned Zako, "how is losing our sniper great sir?"

"I was being sarcastic!"

* * *

A STAP patrol found a hidden Republic base at the foot of a lake in the heart of the jungle. The reconnaissance squad was discovered before they could flee, alerting the GAR to their presence. Assuming there would be clone patrols scouring the jungle, Katen, SSA-719, KJZ-8267 and 3B3-888 utilized the river. OOM-9 had cleared them to break off from the jungle fighting to take out the base.

Battle droids, super battle droids, and dwarf spider droids walked underwater while tank droids, STAPS, PACs, and Trade Federation patrol boats strode above them. The river was too shallow to allow the CIS to bring in some of their heavier aquatic vehicles.

Trade Federation patrol boats were beige colored aquatic ships with a forward blaster cannon and a rear-facing blaster cannon. They were slightly larger than an AAT and hovered above the water in the same way that the armored assault tanks hovered above the ground. The fact that they hovered above the water meant they could traverse swallow rivers effectively.

Major Katen rode on the outer cover of one of the tank droids. "Look over there!" Katen exclaimed as she saw two clones on the riverbank. The Advance Recon Force troopers mounted their 74-Z speeder bikes and took off into the forest of trees.

"We'll get them," KJZ-8267 said as he and his wingmen left the convoy to give chase. KJZ-8267 was piloting a blue STAP with white triangular markings while his two wingmen were beige B1 battle droids riding the traditional brown STAPs.

"If they report our position this is going to become much more difficult," SSA-719 said as he watched his STAP-mounted comrades disappear into the trees.

* * *

The trio of single trooper aerial platforms was able to catch up to the clone bikers. Red laser bolts chased after the 74-Zs but missed their mark. The two ARF troopers split up. "You two get that one, I'll stay on this one," KJZ-8267 ordered his soldiers. His wingmen broke off to chase after one of the ARFs.

The two STAPs fired, missing the clone speeder. The ARF armed his only thermal detonator and tossed it at a tree he passed by. The explosion caused the tree to fall over the path of the pursuing droids. The first STAP managed to get through but the second was crushed by the falling piece of timber.

The clone pulled out his DC-17 hand blaster, looked back and shot at his remaining pursuer. The droid retaliated by firing the STAP's twin blaster cannon, but both parties missed their targets. The two continued the chase through the winding maze of trees. The clone accelerated up in an attempt to escape, but didn't risk going full speed in the dense woodland. The STAP increased his velocity accordingly. The ARF looked back again and shot with his pistol, this time hitting the droid clean off his military airhook. The clone turned his head to face forward again only to see a tree directly in his path. The ARF trooper was able to let out a short scream before he careened into the tree, lighting it up in a fiery explosion.

* * *

Klaxons blared. A Consular-class space cruiser had come up from the planet and was on a collision course with the _Magna Musai_. "Scramble the fighters! Shoot that cruiser down!" OOM-8 ordered.

Three squads of Vulture droids left the hangar to engage the ship. The space cruiser loomed dangerously close to the _Magna Musai_'s hull, using the tactic to avoid fire from the ship's powerful quad laser batteries. The Consular cruiser cleared the droid control ship, evaded an attack from a missile frigate, and escaped to hyperspace. The droid fighters didn't even get within firing rage of the red cruiser.

"The General isn't going to like this," TH-1066 said.

"No, I'm sure he'll find it quite amusing," OOM-8 replied with a sarcastic tone.

* * *

KJZ-8267 kept up with his clone target. No maneuvers the biker pulled were able to lose the droid, but KJZ-8267 was occupied enough with piloting that he didn't have the time to target and shoot down his quarry. Eventually the pilot droid caught up to his prey and pulled right alongside the 74-Z speeder bike. The clone turned to look at his opponent, who was now keeping pace with him. "Piece of scrap."

"Oxygen sucker," KJZ-8267 countered with his own insult. The pilot droid kicked at the clone's head with his right foot. The hit registered and KJZ-8267 kicked again, only this time the clone caught his foot and wouldn't let go. The two riders both saw an upcoming tree in their path. The clone still wouldn't let and so KJZ-8267 pulled his STAP hard to the left.

"You little…" the ARF trooper was cut short as he slammed on the brakes and let go of the droid's foot in order to swerve around the tree.

* * *

OOM-9 received the Mark IV recon droid's coordinates of the Republic base and turned his army in that general direction. The intermittent fighting with the clones had grown sparse. OOM-9 saddled up on an advanced beetle trooper and lead the way to their new objective.

* * *

**Author's Note:** The planet Wor Tandell first appeared in the computer game Star Wars: Rebellion.

The Mark IV recon droid first appeared in the video game Star Wars: Battlefront.


	6. People die in hospitals

**Chapter 6: People die in hospitals**

Zako ordered the second wave of GATs to advance and engage the Republic's incoming second wave of fighter tanks. The repulsor tanks kept circling each other in a dizzying confusing for the commanders observing the battle. In the confusion of the mass of skirmishing fighter tanks, Zako ordered his STAPs and speeder platforms to charge and take advantage of the chaos. The opposing team sent in their 74-Z speeder bikes to counter his move. The Republic gunships had all been shot down and Zako kept his remaining hunter-seeker droids on his side of the battlefield, away from enemy anti-air tanks.

"Sir, the enemy artillery is starting to pull back," a brown colored B1 battle droid informed Commander Zako.

"Have the bio cannons roll out into attack positions!" The droid artillery moved forward as the clone guns slowly reversed. A few of the 74-Z speeder bikes managed to break away from the others and made their way for the Confederate artillery. The clone bikers aimed for the legs, hoping to topple over the droid artillery. The bikes' light blaster cannon could not penetrate the armored legs of the bio cannons. The remaining hunter-seekers were put to work shooting the speeder bikes.

Zako's sole OG-10 heavy homing spider droid made its way through the ranks to the front line. The droid's spheroid body was larger and better armored than the OG-9 and the spider was equipped with the standard antipersonnel laser cannon on top and two gatling cannons on the bottom. The expensive spider walker cost considerable more than their predecessor and wasn't mass-produced with the OG-9 was.

Both armies continued to keep their massed infantry formations from charging one another. Each commander waiting to see if the long range blows from their heavy vehicles would win the day. The OG-9 spider walkers traded blaster bolts with the AT-TEs. The AATs exchanged fired with the clone scout walkers. And the fighter tanks from both sides were caught in the middle of all of it. The barren, flat plains on which they fought provided neither side with much cover. When the heavy homing spider droid reached the front firing line, it quickly tore its armored targets to pieces with its powerful gatling cannons.

* * *

KJZ-8267 finally had the opportunity to blast the ARF trooper when the clone slowed down to maneuver around some particularly dense trees. The GAR speeder blew up and the pilot droid turned his STAP around to return to the rest of his teammates. Before he left, KJZ-8267 noticed the clone got up from the speeder wreckage and leveled a blaster at him. A quick salvo from the STAP's cannons put the ARF trooper down for good.

* * *

A large group of clones gathered across the opposite end of a swallow stream. OOM-9 guessed that the Republic realized that his army was heading to their base and sought to delay him. Super battle droids marched on the clones as the first wave. The clones were performed exemplarily, destroying a mix of B2s sporting an island camouflage pattern and the standard silver soldiers.

The trees provided adequate cover for the clone troopers and they continued to grow bolder with each machine that fell to the soil. The clones started to march out from their cover, continuing to fire until the last super droid finally fell. OOM-9 led the second wave, consisting of B1s and dwarf spider droids. The clones, now out in the open and standing in the slippery stream, turned from deadly sharpshooter and clumsy clods. Clones were shot in a quick and efficient manner. Cluster of three purple bolts spewed from OOM-9's gun. One of the clones even slipped on a wet rock and fell on his own. Before the trooper could get back to his feet OOM-9 blasted him in the chest.

More and more droids pushed forward and crossed the waterway. The clones continued to dwindle in number and effectiveness.

An AT-OT lumbered forward to block the droids' advance. The transport's open top design made it vulnerable to attacks from above. However the clones made use of the jungle canopy as cover. Mounted on his advance beetle, OOM-9 activated the shield generator and head for the eight-legged walker. Within range, OOM-9 primed a thermal detonator and chucked it into the open top of the walker. The following blast killed the thirty-four clone troopers sitting in the walker's passenger seats.

The infantry reinforcements may have been dead, but the walker was still operational. Two other beetle troopers came up from behind OOM-9 and began to assault the transport. The pilot droids on these beetles were armed with the KGB acid gun. A tank mounted on the droid's back supplied acid to the gun by means of a connecting hose. The brown kag beetles they rode were immune to this form of acid, thus droids could use the acid gun without fear of accidentally splashing and injuring their mounts. The KGB acid gun was perfect for eating through the AT-OT's metal legs. However, the walker did have eight legs, and it wasn't until three were dissolved that the AT-OT collapsed to the ground.

A pair of AT-RTs danced around the trees and approached OOM-9's position. OOM-9, three DSD spiders, and a clutter of infantry faced off against the nimble walkers. Three armored scout tanks attacked the walkers from the rear and were successful in their attempt to shoot the riders off their vehicles. A platoon attack craft sped in and dropped off one hundred and twelve fresh battle droids to lend a hand. The droid infantry finished mopping up any lingering resistance and the battle group resumed its march toward the enemy base.

Their advance was again slowed as the jungle rumbled as herds of AT-OT moved to intercept OOM-9. The all terrain open transports proved to be poor shots against the speedy STAPs and beetle mounts.

* * *

Putting one foot in front of the other, the dwarf spider droid DSD-08 crawled underwater. DSD-08, like the battle droids around him, were capable of functioning underwater. DSD-08 didn't float in the water, anchored by his weight. Likewise the bulky super battle droids had no problem. Even the anorexic B1s were able to easily anchor themselves to the floor. The B1s and B2s selected for the underwater maneuver were painted in island camouflage. The B2s were dull tan with green stripes streaking across their bodies as if they were war wounds.

The patrol boats and PACs slowed down to wait for KJZ-8267 to return. The droids marching under the water gained a slight lead on their overhead allies. The security droid SSA-719 had emerged from the top hatch of a patrol boat with a pair of electrobinoculars. The maroon-marked droid scanned the area for signs of his missing teammates.

The STAP-mounted pilot droid finally returned. "Where are your wingmen?" SSA-719 asked.

"We split up. They didn't return?"

"They haven't reported back the neither of the control ships in orbit are picking up their signals."

"One of the clones may have gotten away then," KJZ-8267 admitted.

"He'll alert the base. They may reinforce their defenses or move to intercept us."

Still riding on the outer tread cover of a tank droid, previously looking at her distorted reflection in the water, Major Katen turned back to look at the chatting droids. "Either way it makes no difference. We're still going to kill them all anyway," Katen said with a voice full of genuine confidence. Of course, SSA-719 and KJZ-8267 had the same high opinion of their army as Katen did, though their beliefs were more due to their personalities than their programming.

* * *

"We are commencing flanking maneuvers against the clone army," EEK-176 transmitted to Commander Zako. The brown and white command droid lead the side attack from a STAP-2. Zako' army was given a break as EEK-176's forces emerged from out of the nearby jungle and started to cut across the clone army's flank. EEK-176's reinforcements consisted primarily of STAPs, ASTs, GATs, beetle troopers, and various models of droid infantry. A swift force utilizing speed to throw off the clone army's ability to effectively counter the new threat.

Zako mounted an armored scout tank painted in the CIS blue and gray color scheme. Inverted imprints of the CIS emblem were on the front and left side of the repulsor craft. Armored scout tanks were equipped with a twin laser cannon on its left side and two blaster cannons at the bottom. The tanks had good armor and descent firepower but the pilot was exposed to enemy fire.

"Now's our chance to end this. All units charge!" Zako led a pack of ASTs in a direct assault on the enemy army. Following behind the swift repulsorcraft, the droid infantry charged en masse. The spider walkers kicked into overdrive to keep up with the rest of the charge.

The AST group kept loose formation, allowing individual tanks to dodge incoming enemy fire from the AT-TEs. Reaching the edge of the clone army, the ASTs split up, speeding in-between the large walkers, purposefully running down GAR infantry.

* * *

EEK-176's forces cut across the side, also focusing on the enemy infantry and avoiding potentially deadly confrontations with the larger Republic walkers. EEK-176 and his wingmen blasted away at the infantry assigned to protect the GAR artillery, allowing beetle troopers to move in and eat away at the large vehicles with their acid guns.

* * *

Thor and the other clones reached a shallow stream. The water ran red with the blood of his brothers. The weak water currents carried countless clone corpses downstream. There were so many bodies they often bumped into each other, causing a clunking sound.

Then the clones heard another clunking sound, but it wasn't the sound of drifting clone corpses but the footfalls of droids marching through the jungle. The clones moved into positions behind trees and waited for their enemies to come within sight.

The droids did not disappoint and were soon firing at the clone squad. Many droids fell quickly. The B1s did not survive long enough to consider taking cover behind trees and the B2s considered the tactic unnecessary since they were so heavily armored.

Very slowly, the clones began to take casualties, but not from the B-series battle droids. A spelunker probe droid, more commonly referred to as a chameleon droid, was winking in and out of existence around the battlefield. The droid would scuttle to a clone while cloaked, then open fire behind the trooper. Three clones were killed before Thor realized what was happening.

He readied his rocket launcher and ignored the other droids, waiting for the spelunker to show up again. Thor did not have to wait long. The droid reappeared behind a clone and Thor immediately fired his rocket launcher. The blue rocket slammed into the droid, but the clone was too close and caught in the blast as well.

The battle droids continued to advance on the clones, mercilessly killing the valiant fighters. A grapple droid was in the rear ranks, slowly making his way up to the front, a foreboding omen that guaranteed their death.

The grapple battle droid never got his chance as Thor soon found himself the last clone standing. He blasted a B1 and turned to see a B2 right in front of him. The super shot Thor in the chest with its tri-shot and the clone collapsed to the ground.

Thor felt his chest burning; he could smell his armor melting. His blurry vision faded into darkness. With their skirmish a success, the droids turned and continued on their journey towards their assigned waypoint.

* * *

The Mark IV recon droid explored the large Republic base build in the side of the mountain. Troop centers, an aircraft hanger, columns of unmanned AT-TEs. The Confederate droid explored uninterrupted until it literally ran into a Republic R-1 recon droid.

The two droids both backed up and examined the other. Each realized that the other was an unfriendly and started shooting. Blue lasers from the R-1 cut through the air toward the Mark IV, which shifted to the side and spitted violet lasers at the R-1.

The two recon droids ended up circling each other, neither able to land a decisive blow on the other. The floating fighters hovered into the ranks of empty AT-TEs. Some of their missed blasts ended up hitting the armored walkers, doing no damaged against the heavy armor.

There was a Kaminoan droid cleaning one of the AT-TEs and went to investigate the faint sounds of blaster fire. The uni-wheel worker droid inadvertently stumbled right into the recon droids' fight. The worker droid was right in the center of the encircling droids and was accidentally plastered in the head by the R-1. The worker droid became the Mark IV's makeshift shield. The Kaminoan droid fell to the floor and a purple laser whizzed past the space where it's head was a second ago. Unblocked by the worker droid's face, the violet blaster bolt smashed into the R-1 recon droid.

Victorious, the Mark IV continued its secret survey of the Republic base.

* * *

Katen's amphibious assault group finally came within range of the enemy base. The Republic was oblivious to their approaching doom until a clone on guard duty noticed the droids approaching.

Sirens blared throughout the base as clones rushed to their defensive combat positions. Squads of troopers rushed out onto the beach to set up EWHB-12 heavy repeating blasters and autoturrets. A fighter tank escorted by a pair of personal clone walkers also positioned themselves on the beach.

Dwarf spider droids, B1s and B2s began emerging from the water onto the beach, blasting away at the clone defenders. DSD-08 was the first spider droids to crawl out onto the beach, his entrance made more dramatic by the waves splashing forward and back. Using his cannons rapid-fire mode, DSD-08 quickly fired three shots and killed three clones. Seconds after the first infantry made their way out of the water that the tank droids and PACs reached the edge of the beach.

The clones put up a commendable defense, but were simply outnumbered and without the benefit of proper preparation. Two tank droids teamed up against the single IFT-X and tore it to pieces. One of the fighter tank's clone walker escorts was taken down by combined fire from dwarf spider droids.

The Trade Federation patrol boats, unable to traverse land, parked themselves at the water's edge and each attacked with their forward facing blaster cannon. From a patrol boat's hatch, SSA-719 shot at a gun emplacement with his rocket launcher.

SSA-719's explosive attack caught the attention of a blue marked clone lieutenant who aimed his own rocket launcher at SSA-719's patrol boat and began firing.

Katen's tank droid reached shore and rammed through a troop of clones. The large droid stopped to allow Katen and the other riders to get off. Katen saw two clone troopers dodge and survive the ram attack. She knocked the closer one upside the head with her staff and pulled out her pistol to shoot the other.

3B3-888 left the tank droid he was riding and lead other battle droids across the beach. The battle droid sergeant was armed with an RD-4 radiation launcher and lobbed grenades at individual clone troopers, causing them to be launched into the air when hit. 3B3-888 had to aim the shots at the feet of the clones in order to get the comical airborne effect. 3B3-888's group made their way through the clones to get at the last remaining Republic vehicle.

More clones started to pour out of the base with more droids continued to emerge from the water. The CIS vehicles were the deciding factor in the fight, as the last remaining clone personal walker was put down by combined STAP fire, depriving 3B3-888 of his intended target.

A fourth missile hit SSA-719's patrol boat and the vessel sank into the water. SSA-719 leaped from the wreckage to the water below. A final, underwater explosion from the ship propelled the maroon-marked droid through the waters. The destruction of the SSA-719's patrol boat caught the attention of KJZ-8267 who turned his STAP and gunned down the clone lieutenant responsible for the offense.

For a moment, it seemed the droid captain wouldn't make it. The old security battle droid's thoughts involuntarily turned to the second time he had 'died.' After his defeat by the two Jedi Knights on Naboo, he was put back together and tasked by OOM-9 to protect Viceroy Nute Gunray and Rune Haako. While OOM-9 was leading the droid army at the Battle of Grassy Plains, SSA-719 was guarding his masters in the Theed Royal Palace throne room when he was taken out by a blaster bolt to the head. SSA-719's defeat lead to the capture of Gunray and Haako at the hands of Queen Amidala herself.

All of the battle droids Zako saved from Raxus Prime were exceptionally successful during the Naboo campaign, with the exception of SSA-719. He had been destroyed twice and failed twice. A long time ago, SSA-719 had asked Zako why he chose to specifically revive him.

Zako had answered that experience is what was important, not victory. Zako had explained to SSA-719, and the other droids, that consecutive successful victories were the worst thing that could happen to an army. Military forces that experienced constant success would grow complacent and grow to rely on the same strategies and tactics. When a new or difficult situation would arise, a smug army would not be able to adapt and survive to different battle requirements.

SSA-719 was never clear on why he was picked since there were so many battle droid failures Zako had to choose from. Perhaps it was SSA-719's close experience of often working directly under OOM-9 or maybe it was just luck. Either way, SSA-719 didn't know, but he wasn't about to let it all end for nothing.

Underwater, SSA-719 got to his feet and started marching forward. He emerged out onto the sandy beach with the other droid infantry and targeted another enemy repeater with his rocket launcher.

More clones fell to battle droids' blaster rifles or were crushed under the treads of the tank droids. The marching droids left hundreds of footprints embedded in the sand as they kept moving ever forward. Behind most of the droid infantry, SSA-719 increased his movement speed to a dash in order to reach the fighting in the front.

Out of the corner of his vision, SSA-719 saw another rocket launcher wielding clone. He swiftly took aim and fired, only to be surprised to see a blue missile whiz past his head, barely missing him. However, the security droid's rocket did not miss and the various limbs of what used to be a clone were strewn in different directions.

* * *

For all the walkers the Republic threw at OOM-9, there was only one AT-TE included in the attacks. The walker had difficulty moving through the trees and its weapons were more ineffective in the dense jungle. All the GAR's squat walkers did poorly, the AT-TE, the AT-OTs, and clone scout walkers. The anti-infantry personal walkers and AT-RTs performed much better in the maneuvering through the forested environment.

It did not help the Republic when their spy satellite was hacked and turned against them, severely crippling their ability to coordinate their ground troops in the confusing mazes of jungle.

The last remnants of the clone army were being swept away by EEK-176 and Zako's combined forces. The artillery was defenseless against the mounted beetle troopers and the heavy homing spider droid turned the tide against the Republic walkers. So surprisingly, the infantry were the last to be wiped out.

With the clone army exterminated EEK-176 transmitted the good news to OOM-9. "General OOM-9, I've successfully assisted Commander Zako in destroying the clone army, what are your orders?"

"You and Zako are to take your armies and rejoin me," OOM-9 transmitted back.

"Roger roger."

* * *

OOM-9 surveyed the area with his electrobinoculars. His forces had fought their way through the jungle and had finally reached their destination. The base was built around a mountain. The jungle had been cleared away so that any attackers couldn't use the dense foliage as cover for an advance. Large turrets and heavy vehicles stood guard, ready to engage at a moments notice. The base seemed to be on high alert, but the GAR seemed content to stay put and wait for the CIS to come to them.

Two super battle droids approached OOM-9 with a single clone trooper prisoner. "General, we've captured this clone sneaking around our forces." OOM-9 didn't turn around to address them and instead continued studying the base.

As if he wasn't paying attention OOM-9 spoke. "What do we have here? A spy, or, more likely a coward who retreated from one of the previous skirmishes."

"Your humor emitter requires an upgrade, because that wasn't funny. And if you dare think that I'll give you any information on how to get into the base your logic processors need a tune up too," the clone snarled.

Without turning around, OOM-9 pointed his gun backward and shot the clone in the chest with the shotgun function. "Stupid clone overestimated his worth," OOM-9 said. "We do not need his codes or knowledge for such a simple task."

"Yes sir," one of the supers responded in a deep voice.

A green-camouflaged command droid approached OOM-9. "General, our troops are in position to begin the attack."

"No, we shall hold here and wait for Commander EEK-176 and Zako to arrive. The Republic isn't going anywhere."

* * *

Soon enough, the beach was cleared of any living clones but the droids were halted in their march into the base. The clones had the common sense to lock the doors behind them when they went to fight so the Katen called up some pilot droids wielding fusioncutters to slice the doors open.

The droids soon forced the doors open and the battle droids started to pour into the base. Two B2s went in first, followed by 3B3-888.

"They've sent in the supers!" 3B3-888 heard a clone guard cry before being blasted. In the narrow hallway, CIS droids were on one end and clone troopers on the other. There was no cover or room to maneuver. 3B3-888 activated one of his V-1 thermal detonators and threw it over the B2s in front of him. The explosion incinerated the core of the clone throng.

The survivors continued to assail the droids and the front super battle droids were destroyed. Now the first in line, 3B3-888 fired his radiation launcher and plastered the clone opposing him. The B1 rushed forward and smashed the next clone with the butt of his launcher. Once on the ground, 3B3-888 crushed the clone's neck with his foot.

The droids went to turn the corner but were halted by clone troopers continually throwing thermal detonators around the corner. When the detonators stopped coming, the droids assumed the clones had run out and charged.

* * *

EEK-176 and Zako's army regrouped with OOM-9's army with little incident. "The jungle is relatively clone free now," EEK-176 stated as he approached OOM-9.

"Due to the fact that half of the jungle has been burned down," Zako coughed. Unlike the droids, the human officer was not immune to the toxic smoke that had engulfed a large portion of the area.

"What is the plan of attack?" EEK-176 asked.

OOM-9's head shifted forward slightly, but the command droid did not answer. Five silent seconds passed before OOM-9 spoke. "One of our recon droids has infiltrated the base and has marked by area for orbital bombardment. The attack will begin momentarily; all we need do is keep them from escaping. Our combined forces will completely encircle the base so that no one will escape alive."

Zako wondered if spreading their army around the whole base would leave any one area thin of droids and give the Republic the opportunity to blow a whole through any point in the barricade, but decided not to question OOM-9's decision.

The droid army was already covering the base in a semi-circle. It did not take long to move some troops around and complete the trap. All the while the Republic continued to sit in their base and wait for the CIS to come to them. EEK-176 and Zako left OOM-9 to take positions at equal intervals in the circle so that the leaders could maximize their effectiveness.

"They are overconfident in the effectiveness of their turrets," OOM-9 said to a nearby thermal detonator battle droid.

"They'll soon be offline and unable to use them," the droid grenadier answered.

* * *

DSD-08 marched through the corridors of the Republic base. The large droid was barely able to fit in the confined space. But there was also little room for his targets to move and the spider droid had an easy time blasting away at his enemies.

KJZ-8267 was directly behind DSD-08, occasionally throwing thermal detonators over the spider droid's dome head when they deemed their opponents dangerous enough.

Outside the base, the tanks droids and STAPs had destroyed all defensive turrets and kept anyone from evacuating the base.

Katen and SSA-719 had led a strike force to invade to troop barracks. They were met with a much weaker resistance than they expected. "We must have killed more on the beach than we thought," Katen said after she shot the final clone in the head.

"Right right," SSA-719 agreed, remembering his close call with destruction.

"Are you okay?" Katen checked the droid out.

"I am functioning normally."

"We'll have Karl take a look at you later just to be sure."

"3B3-888 reports that he is beginning his attack on the command center," SSA-719 informed Katen after he the sergeant's transmission.

"We better hurry and back him up."

3B3-888 led the battle droids straight into the command center. A clone guard raised his DC-15S blaster but a Republic officer grabbed the barrel and pointed it towards the ground.

A Rodian officer, who 3B3-888 assumed was the one in charge, approached him. "You take prisoners, yes?"

The Rodian spoke Basic in a heavy accent but 3B3-888 was able to understand him. "Yes," the droid replied, choosing not to answer with 'affirmative,' in case the Rodian couldn't understand the longer word.

* * *

The recon droid sent the signal to begin the orbital bombardment. The lasers rained down from the heavens upon the Republic base. Some of the blasts struck the mountain the base near. The high-intensity blasts provoked the mountain to erupt, spewing molten lava into the air. The clones and the droids could both feel the ground start to shake and quake.

The mountain was actually and inactive volcano that had been jolted from its slumber. The lava flowed fast and free, enveloping much of the Republic base within a few short moments. OOM-9 called a cease-fire to the 8th Fleet, not wanted to invoke further wrath from the geyser.

"What the…" Zako was astonished at what he saw through his electrobinoculars.

From another position in the attack circle, EEK-176 commented about the event to a super battle droid. "What fools. They built their base at the foot of a volcano?"

* * *

From inside the Republic command center, non-clone officers started to panic and abandon their posts. "What have they done?" "Who built this base on a volcano?" Amidst the confusion, someone had the decency to press the alarm button and signal all base personnel to evacuate.

Clones started to run, but with the surrounding area having been cleared of trees, they were susceptible targets for the droids hiding amongst the trees. AT-RTs were quick to escape the lava flow, only to be gunned down by the droid army. The speeder bikes were slightly more fortunate as some managed to escape into the jungle's wilderness.

An AT-TE plodded away toward the droids, but was too slow and was engulfed in the lava. The six-legged walker kept going even as it started to sink. The gunners fired in an attempt to take some droids with them.

* * *

The already toxic air became blacker and un-breathable as the volcano spewed its poisons into the atmosphere. The lava started to get closer to the droid army. Zako transmitted his concerns to OOM-9. "General, should we pull back? The lava's getting dangerously close."

"No Commander, I don't want any clones to escape. Kill them all."

"Yes sir."

* * *

After another minute of killing helpless Republic personnel OOM-9 realized that the lava was getting too close and transmitted instructions to his army. "All units pull back, the area has become too dangerous."

Some of the CIS soldiers and vehicles fired at the clones while moving backward while others turned and ran. There were few living clones left and soon the droid army was in full retreat. Zako escaped on his AST, OOM-9 on his advanced beetle, and EEK-176 fled on foot.

* * *

The Republic command staff was being held hostage in their own command center. 3B3-888 was lording his radiation launcher at the prisoners while Major Katen contacted General OOM-9 for further instructions.

SSA-719 held the imagecaster at Katen's eyelevel. A blue image of the droid general appeared.

"General, we've taken the Republic and captured the command staff."

"Good work Major. Call in reinforcements to occupy the base. You and the others are to advance to the cities."

A bold clone prisoner decided to test Katen's patience. "I never thought I'd see the day when a human would be taking orders from a droid. Do you answer with Roger Roger?"

Katen glared at the clone, picked up her electrostaff and shoved it into the clone's foot. The clone howled in pain. Katen pulled out her pistol and shot him in the face. "Any of you have anything else to say?" The room was silent. "I thought so."

Katen noticed a human Republic officer staring at her. "You giving me the eye boy? Cause I'll rip it out." The Republic officer turned his eyes to the floor. Major Katen turned back to the hologram of OOM-9. "Sorry for the interruption General."

"Quite alright."

* * *

With the Republic's two major bases taken out of action, Wor Tandell's local population began to take a more active interest in picking sides. The planet's security chief made contact with the droid army and was taken to see OOM-9.

"I am willing to support the Separatist cause under one condition," the human security chief said.

"And what would that be?" OOM-9 asked.

"A significant portion my security forces, backed by several mayors from various cities, have sided with the Republic and are harboring remnants of the clone occupational forces. I request that my loyal security personnel be kept out of the fighting. After all, that is why battle droids are here. To do battle, no?"

"Your request is reasonable, but I trust you'll be able to handle the civilian population? You would know how to best handle them and I don't want the civilians feeling like they traded one occupying force for another."

"You're not staying?"

"We will eliminate the clone threat. But there are other Separatist worlds under attack that need protection. Once my forces have left a new group will come in to set up a permanent garrison. You will not be abandoned."

"If I could ask one more favor…"

"What else do you request of me?" OOM-9 masked his irritation.

"Could you not take prisoners when fighting my rogue security forces? A trial would look bad and would stir up resentment of officers' friends and family. It would be easier if they all just died in battle. I have enough problems to attend to without worrying about trials that might mix public opinion."

"Their total extermination will not be difficult, if you've given me all accurate information on your armament. All I request is that some of your troopers perform support roles. Nothing much, just a show for the press to prove the planet sides with the Confederacy."

"Yes, that is possible."

"Then we are in agreement then. I must be going; I have clones to kill." OOM-9 dismissed the security chief with the wave of his hand and two super battle droids escorted the human out.

"These city campaigns should operate swiftly and smoothly. There are no Republic military bases left and the clone ranks should be thin," OOM-9 commented to the holographic images of Katen and Zako. "By dividing our forces and engaging all rebellious cities simultaneously we will crush all resistance in one fell swoop and end this pointless conflict."

* * *

On the bridge of the droid control ship _Magna Musai_, Dr. Quartz approached OOM-8. "No one told me we had torture facilities aboard the _Magna Musai_." The Skakoan had been going through the ship's directory after assisting RKT-421 in hacking the Republic spy satellite. The prospect of torture intrigued the doctor, and he thought the practice might give him inspiration on how to build new and better weapons.

"You were busy. Commander EEK-176 was in charge of the assignment. He was able to break the clones and his methods can now be used across the galaxy to extract information from captured clone troopers."

"The Republic is slow, but eventually they'll catch on and teach their clones techniques to combat the interrogation methods. We have to continually update our methods to keep them guessing," Dr. Quartz explained.

"You wish to be assigned to this task?" OOM-8 considered that the Skakoan just wanted to torture some clones for fun.

Quartz's pressure suit vocalizer malfunctioned, causing a weird noise instead of coherent words. The doctor had to manually adjust and correct the problem using a dial on the suit. "Yes, I have some excellent ideas that would prove most interesting."

"Very well, I'm sure General OOM-9 wouldn't object as long as you don't neglect your other duties."

"Sir, we're picking up three ships entering the system," a droid interrupted the conversation.

"Are they ours?" OOM-8 asked the pilot droid.

"No sir. They appear to be Republic ships; they're small but heading right towards us. Shall we activate our shields?"

"They're too small to be an attack force. What are they up to?" OOM-8 asked himself.

The Sprint-class rescue craft cleared the Separatist blockade and headed straight for the planet. Three droid starfighters that were on patrol managed to follow the Republic ships.

"They've escaped sir."

"Even better, they'll lead our starfighters to their destination," OOM-8 proclaimed. The command droid then turned and waved a security battle droid over. "Escort Dr. Quartz to the torture rooms."

"Roger roger."

* * *

The planet's security forces primary vehicles were green colored Gian speeders. The local speeders were easily dwarfed by the larger CIS armor. Homing spider droids and AATs could defeat them in a single hit. Armored tank droids, STAPs, and ASTs could also easily dispatch the exposed crew, since the Gian utilized an open design.

Even with the clones leading Wor Tandell's rebellious security forces, they still were abysmal fighters. EEK-176 was piloting a beige GAT and, with the help of his AST wingmen, was able to defeat a trio of Gian speeders with ease. "The Naboo security forces were more of a challenge than these idiots," the commander said over the comm for all to hear. As if to prove the commander's point, a speeding 74-Z bike smashed into the side of an MTT.

A LAAT/i gunship appeared on the scene and hovering in the air, providing support fire for the Republic ground troops. Battle droids scrambled for cover. One of them ended up hiding behind a food kiosk. "Where's our anti-air?" EEK-176 said over the comm.

"Reporting," a baron battle droid named E2BA-89 said. E2BA-89 led a squad of five other baron battle droids to their airborne target.

"Easy kill," E2BA-89 stated as the six baron battle droids fired their twin missile launchers and brought the gunship crashing to the ground. The droids' success caught the attention of a Gain speeder, but the baron battle droids simply fired their rockets again and destroyed the ground speeder.

A trio of droid grenadiers bombarded a clone scout walker that was rushing to take the destroyed Gian speeder's place.

Despite the intense urban street fighting there were almost no civilian casualties, as the locals had the common sense to steer clear of the battles.

* * *

The Sprint rescue craft had led the droid starfighters straight to a clone hospital. The building was gray colored with a few red markings, the trademark Republic color. It was actually two three floor tall buildings connected by a two floor tall intersection in the middle. On the roofs were air pads large enough for LAAT gunships to land.

The thirty-meter long medical frigates landed near the hospital. The three Vulture droids landed in walking mode, transmitted their location back to the control ships in orbit, and began to attack the transports.

Each of the three droid starfighters sported a different color scheme. One of the fighters was the traditional Trade Federation brown. Another was painted in the gray and blue CIS color scheme. The third was painted blue with black horizontal stripes over it with green eyes instead of the common red.

The med runner's shields protected them from the droid starfighters' attacks. However, the Sprint-class rescue craft lacked offensive weaponry and could not return fire. The droids' concentrated attacks stripped the shields of one med runner and the transport was soon destroyed.

A squad of healthy clone troopers left the hospital to repel the droid attackers. Their DC-15A blaster rifles were little cause for concern but the Vultures turned their attention to the clones anyway.

While the fighters and troopers exchanged fire with one another, a clone lieutenant wielding a PLX rocket launcher exited the hospital. A single, well place rocket destroyed the brown droid starfighter. The lieutenant prepared the launcher for the next shot, fired again, and took out the blue and gray Vulture.

Only green eyes remained. The droid decided flight over fight, converted back to flight mode, and retreated.

The hospital was on the outskirts of a city where Major Katen, SSA-719, KJZ-8267, and 3B3-888 were fighting. Still, commanding the 8th Fleet from orbit, OOM-8 informed the CIS troops of the clone hospital and sent them to take it before the med runners evacuated the injured clone troopers.

* * *

The CIS attack group was able to quickly make its way to the hospital's location. With a few volleys of missiles, a hailfire droid destroyed the two remaining parked med runners. STAPs and ASTs secured the perimeter while MTTs and MUTs closed in on the target building. Clone troopers that went outside to investigate were soon forced back where they came from.

Clones armed with DC-15x sniper rifles harassed the droid infantry as they disembarked from the CIS transports. Plasma battle droids and dwarf spider droids that were released by a MUT provided cover fire for the other troops. The green plasma blasts easily shattered the hospital windows and kept the enemy snipers at bay.

One plasma battle droid launched a pair of plasma grenades up through a window. A second later the room exploded, though the droids couldn't tell if anyone had been killed in the blast.

"Why don't we blow the place to hell with the bio cannons?" Katen asked.

KJZ-8267 answered: "OOM-8 said that Dr. Quartz has taken up running the torture chambers and wants fresh subjects to test on. This hospital is sure to have numerous injured clones we could easily capture."

"Dr. Quartz is running the torture chambers…." Katen trialed off. The Skakoan scientist had seemed a little off to her, but then again she wasn't exactly a well-adjusted person herself.

Katen and 3B3-888 led an attack group straight through the hospital's front doors—where four waiting clones immediately greeted them. Katen shot two of the clones before ducking behind a potted plant. 3B3-888 killed the third and a super battle droid shot the fourth.

After the initial fight in the reception area, more battle droids poured into the building. A human receptionist tried to hide, but gave away her position with her constant sobbing.

"Sergeant 3B3-888 and I will take the left building, SSA-719 and KJZ-8267, you two lead the attack on the right." Katen's plan was to simultaneously take both sides of the hospital. "And someone shut that crybaby up!" The CIS officer referred to the weeping receptionist.

A security battle droid went over to the receptionist. "I advise you turn off your tear ducts and mute your mouth before you irritate the Major further."

SSA-719 and KJZ-8267 took their share of the troops and disappeared through the door leading to the right half of the hospital.

The human officer and B1 sergeant gathered their soldiers and went through a pair of double doors connecting to the left half. Only a few security battle droids were left to guard the reception area.

A flame battle droid took point, going down the hallway, followed by a pair of B2s. The trialing B1s split up and searched the rooms of the first floor. No one was finding any targets.

"This room is clear," 3B3-888 heard a B1 report. "They may have evacuated everyone off the first floor," 3B3-888 suggested to Katen.

"They can only go so far up before they're trapped," Katen replied as she knocked a desk on its side to see if anyone was hiding behind it.

"All rooms are secure," a B2 reported.

"Well, lets move up to the second floor shall we?" Katen said in a merry tone, gleefully of the carnage that was to come.

This time, the two B2 battle droids took point as the group move up the staircase. A clone was waiting in front of the door leading to the second level. The soldier got off three shots that splattered upon one of the supers before his was killed by their tri-shots. Using their powerful arms, the supers knocked the flimsy door down rather than just open it.

They were answered with a maelstrom of blue laser bolts that cut the two silver droids down. The orange marked flame droid was next and let loose a salvo of fireballs in the direction of the attack. The blue bolts stopped coming, replaced by the screams of clone troopers melting in their own armor. The other CIS droids came up, following behind the flame battle droid.

"This place smells like death," Katen commented.

"Well, we are in a hospital," 3B3-888 said.

* * *

"So this is where organics go to die?" SSA-719 observed.

"They're supposed to be repaired here," KJZ-8267 answered.

"Organics die in hospitals more than anywhere else don't they?"

"Hospitals may have a higher percentage rate than other structures, but does it really matter in the end? Organics seem happy to die anywhere."

"I don't know if they're happy about dying. The semblance of joy might be their brains malfunctioning knowing they're about to be terminated."

"I thought organics being happy was a malfunction," KJZ-8267 said.

"You're thinking of Commander Zako and Major Katen, they aren't exactly typical examples of how organics are supposed to behave. They may not be happy but most organics seem to be."

"That or the average organic is just stupid," KJZ-8267 theorized.

"Yes that seems probable," SSA-719 agreed.

KJZ-8267 and SSA-719 were having a much easier time. Their team had a grapple battle droid with them that did most of the fighting. There were few clones to fight, even as they cleared the second floor. They did find an unusual amount of organic medical personnel. The medical droids were outnumbered by the organics three to one. KJZ-8267 guessed that this only meant that there would be more victims for the torture chambers.

"Why would the doctor torture medical personnel? I doubt they have valuable information," SSA-719 said.

"Why wouldn't he? They work for the Republic and that's reason enough. They'll probably be trial subjects and whatever works Quartz will use on the clones and officers," KJZ-8267 explained.

The B1 battle droids were occupied rounding up the medical personnel one the second floor, so KJZ-8267 and SSA-719 took the grapple droid and went up to the third level without the others.

The droids' prediction of light enemy resistance proved to be accurate as they only encountered nine healthy clone troopers—four of which were immediately taken out when the grapple droid chucked a table at them.

SSA-719 killed another two with a thermal detonator and KJZ-8267 shot two. The grapple droid closed in and grabbed the remaining clone and broke his arm, but didn't kill him, instead leaving him to be taken prisoner with the other incapacitated clones and medical personnel.

* * *

On the other side of the hospital, the battle droids and clone troopers were blasting away at each other on the third floor. Medical personnel panicked and ran around like demented womp rats, often getting in the line of fire. While the clones watched their targets, the droids continued to fire with wild abandon.

"The Senate's going to wish they negotiated a warranty once they see how many of their clones fall to us!" Katen said as she jabbed a clone trooper in the throat with her electrostaff. After she finished she waved over a B1, "you, sneak up to the roof and kill anyone who tries to escape."

"Roger roger."

* * *

Three clones held out behind a wall. "Sir, I called in for evac, they'll be here in three minutes."

"That's fast."

"They're evacuating the city battalions, we'd last longer fighting what's left of the jungle."

A V-1 thermal detonator rolled toward the clones, the explosion catching one of them. The remaining two made a mad dash for the stairwell leading up to the roof.

The two clone troopers made it to the landing platform on the hospital rooftop. "We made it!" The very moment the clone completed his declarative statement a hidden droid pointed his radiation launcher and fired. The green grenade landed in-between the two clones, propelling them in opposite directions. One was launched so far he was knocked clear off the roof and fell down to his doom.

* * *

OOM-9's plan of attacking all rebellious cities at the same time proved to be effective and within two days the droid armies were packing up and being re-loaded back to the orbiting 8th Fleet.

Back on board the bridge of the colossal _Magna Musai_, OOM-9 received a transmission from Captain Mar Tuuk. Dr. Quartz walked onto the bridge, summoned by OOM-9, the Skakoan doctor waited his turn while OOM-9 conversed with the hologram while Katen, OOM-8 and Zako were performing various duties on the bridge.

"I have put in a request to be given time to infiltrate Kalaan, I take it a more urgent matter requires my support?"

"Yes, General Durd requests your assistance on the planet Chorax. Your file indicates you've fought pirates on the planet before. General Durd thinks your experience with the planet would be of great benefit as he is currently faced with a pirate insurrection and Republic invaders."

"We shall report to Chorax as soon as my troops have been loaded," OOM-9 said, knowing he was pushing back the attack on Kalaan. But the droid general was more than happy to aid his allies.

A robed Jedi walked right past the droid guards onto the bridge. The Jedi lowered his hood and OOM-9 heard the telltale snap-hiss of a lightsaber being activated.

"How dare you raise that lightsaber against us," Quartz said in a snarky voice.

"How did you get in here?" OOM-9 asked the Jedi.

"I hitched a ride in one of your landing craft, I hope you don't mind having to entertain a guest. Hmm, from the way you conquered Wor Tandell I would have thought Sev'rance Tann had been resurrected."

"Unfortunately for you, I am much more skilled and I'm not going anywhere," OOM-9 boasted to the Jedi in a pathetic attempt to lower the Jedi's morale. OOM-9 guessed that this was the Master of the Jedi who had suffocated on fumes in the jungle. He remembered reading the report and doubting that an experienced Jedi would die from such a cause.

OOM-8 pressed a button under a control panel and a hidden compartment supplied him with a SE-14 blaster pistol.

"I think its time you were taken offline, droid." The Jedi moved closer to OOM-9, ready to block any incoming blaster fire from any of the security battle droids that dotted the scene of the bridge.

"Big mistake you old wizard," Katen remarked as she charged the Jedi. Her electrostaff clashed with his lightsaber. Zako and the security droids formed a semi-circle around the two. Katen and the Jedi locked weapons, and Ashley gave him a shove, propelling him back. Quartz saw the opening and fired his wrist rocket, only to miss his target by mere centimeters.

Zako activated his ZK-II war-axe and waited for an opportunity to strike. A ZK-II war-axe was a jet-black single-handed axe that had a violet tipped lightsaber edge that could be turned off and on. When the opportunity came, Zako attacked and was easily parried and repulsed. In response, Zako and a security droid both fired at the Jedi, who reflected back both blaster bolts. One of the blasts whizzed past the unarmed OOM-9, who had grown irritated of the fight taking place on the bridge. OOM-8 unleashed a blaster bolt, but it too, was also easily reflected.

"Give me that," the droid general took Zako's axe and threw it at the Jedi. The axe caught the Jedi in the face, and pinned him against the wall. For a second the Jedi didn't move, stuck up against the wall, then his head fell in two and his dead body slumped to the floor, leaving a trail of blood from where the axe was still imbedded in the wall.

"Perform a sweep of the ship. Make sure no other hostiles are aboard. And I want guards posted at all power sources vulnerable to tampering."

* * *

Thor opened his eyes to be met with the face of an IM-6 medical droid. The clone trooper lay on the jungle floor unsure how long he had been unconsciousness. He honesty thought he was dead, but the IM-6 changed that.

"Medic reporting," the hovering robot said in a feminine voice.

"Yes I can see that." The clone looked around for his brothers, but none of the others looked like they survived the ordeal.

* * *

**Author's Note:** The heavy homing spider droid first appeared in the computer game Star Wars: Galactic Battlegrounds.

The Republic's R-1 recon droid first appeared in the video game Star Wars: Battlefront.

The Trade Federation patrol boat first appeared in the video game Star Wars: Starfighter.

The green-eyed Vulture droid with black horizontal stripes over a blue body is a color scheme from one of Hasbro's Titanium Series Vulture Droids.


	7. The Jedi Weapon Master

**Chapter 7: The Jedi Weapon Master**

The Republic gunships rushed toward their destination. Flying unfriendly skies as Vulture droids attacked in the air and AATs fired from below. A Vulture managed to get behind one of the transports. The tail gun spewed forth green lasers, trying to swat the annoyance down.

The tail gunner managed to land two solid hits on the fighter, only to have the droid lurch forward and smash into the gunship's rear. In turn, the LAAT crashed into one of its companions, bringing the transports careening towards the droid-invested ground.

Only a single LAAT/i remained. The solitary transport soon slowed its speed and hovered near the ground. Before it could deploy it troops, a homing spider droid cut into the aircraft with its anti-vehicle laser. A single Jedi and four clone commandos fell from the explosion. Using the Force, the Jedi manipulated the clones angle of descent and the four commandos landed on top of the large spider droid. The Jedi landed on top of an AAT.

The four clone commandos' armor was bathed in a black blue urban camouflage design, rather than the standard white most clones wore. Each clone commando set a time bomb on the top of the droid. Each one then leaped to a leg of the spider droid and slid down. The OG-9 exploded, sending shrapnel in all directions, the clones' personal shields protecting them from the deadly shards.

The Jedi, coated in a Jedi adventure robe, cut his way into the top of the tank and slaughtered the pilot droid crew inside. Rather than utilize the tank, the Jedi cut a path out through the rear. Two B2s charged at the Jedi, one taken out by reflected fire, and the other cut in half by the Jedi's green lightsaber.

The four commandos had caught the attention of an advanced dwarf spider droid, who attacked them with its powerful canon and missiles. Their weapons, the DC-17m interchangeable weapon system, were having a difficult time penetrating the droid's tough outer shell. "Hey Obi-wan! We could use some help over here!"

The Jedi activated his blue shoto lightsaber and charged straight at the armored spider droid. The spider fired its cannon, the Jedi back flipped, and the momentum provided by the cannon blasted propelled the Jedi right to the droid walker.

Obi-wan Jakoby landed on the spider and sliced its cannon off with a single, clean cut. Jakoby jumped down and proceeded to jab the droid in the eye with his shoto lightsaber.

The clone commandos were wiping out the nearby battle droids. Two droidekas rolled in but were blasted to smithereens before they could even deploy into attack position.

Ace, the squad leader, was happily barking out orders to the other three clones as they systematically murdered the battle droid infantry. Two STAPs flew in but the clone commando Jack shot the pilots clean off their vehicles.

Three E4 baron droids pinned down Tai, the team's obligatory sniper enthusiast; behind one of the homing spider droid's now detached legs. The E4 baron droids were an older model employed by the Trade Federation as an experimental unit that saw limited use during the Battle of Naboo. The beige droids were heavily armored with their head built into their torso. They were equipped with dual repeating cannons where their hands should have been.

While powerful, the three droids were oblivious to the clone commando Kicker, who circled around and disabled the three with an EMP grenade.

One of the airborne droid fighters flew in low and converted to walker mode. Obi-wan Jakoby deflected the droid's blaster fire while the commandos dashed in and blew the droid away with their DC-17m anti-armor attachments.

The last droid, a B2, was undaunted as he blindly fired at the clones. Jakoby lifted the droid up with the Force. Tai shot off the droid's blaster arm with his sniper function. Jakoby continued to hold the droid in the air. "Who wants some target practice?"

"We do!"

Jakoby used the Force to juggle the defenseless droid in the air, making it spin and do loops while the clones fired at it with their DC-15s side arm blasters. Obi-wan Jakoby was usually a series Jedi but once in a while took the time for a little fun after an objective was completed.

Several of the shots managed to hit the durable droid, but nothing had destroyed it yet. "Its mine!" "I got it!" The clones were quite cheerful as they fired at the poor droid. After a few more seconds Ace landed the killing blow. "No fair! I had it!" Tai protested.

With the area now relatively safe, a LAAT/v dropped off five 74-Z speeder bikes for the group to use. Ace transmitted to command, wondering why they weren't just airlifted out.

"Two turret droids are giving our gunships trouble. They're blocking the direct route to the city. We need you to go in on the ground and take them out."

"Can do sir," Ace transmitted to the commander.

"So what's the deal Ace?" Obi-wan Jakoby asked as he mounted up on the speeder bike.

"There are a pair of turret droids up ahead command wants us to dispose of."

"Is that all? I was hoping this would get interesting." The group of five revved up their engines and made their way toward their assigned targets.

* * *

The two turret droids protected the outskirts of the city. The droids were basically a laser cannon atop three stilt legs. The droids could not move, as the legs were used only to brace the turret, but they were equipped with shield generators. The turret droids were also guarded by a large group of droid infantry, including a significant number of mortar super battle droids—the B2 equivalent of thermal detonator battle droids, which were able to keep the Republic's ground armor away from the turret droids.

Ace and Jack took the turret on the left and Kicker and Tai went for the right. Obi-wan Jakoby went dead center in-between the turret droids to deal with the large mass of infantry.

The CIS was not oblivious to their approach and the mortar super battle droids pepped the area with explosives. The Republic bikers were able to maneuver around the deadly blasts.

Jakoby reached his destination first, a B2 fired a wrist rocket and Jakoby leaped from his bike just before the missile hit. The Jedi Weaponmaster hit the ground in a roll and came up slicing the B2 right up the middle.

Jakoby sliced a leg off the octuptarra droid and the robot violently came crashing down. Losing a leg was a major weakness for homing spider droids, dwarf spider droids, or octuptarra droids. Although, to be fair, if B-series battle droids or clone troopers were deprived of a single leg they too, would collapse to the ground.

Obi-wan Jakoby then turned his attention to carving up the mortar super battle droids. The black B2s were no pushovers, they had the standard wrist blaster built into their right arms and used them at close range where their mortar launch tubes would be ineffective.

Ace and Jack were able to gun down four battle droids with their bikes before parking the repulsorcraft to fight the remained of the turret's defenders on foot.

Kicker and Tai were having more trouble as they were faced with a trio of destroyer droids. The droidekas weren't able to hit them while they were whizzing around on their 74-Z speeder bikes, but the bikes didn't have the firepower to strip the droids of their shields.

The bikers turned and left to Jakoby's location. The droidekas rolled up into ball mode and followed them. The Jedi saw them all coming. The two bikes past the Jedi and Jakoby threw his lightsaber at the three rolling droidekas, catching them all in the strike. Jakoby called his green saber back to him using the Force. "Must I do everything for you?" the Jedi joked.

Just then a huge group of droidekas and platoon attack craft came barreling down in their direction. Jakoby called Ace and Jack to his position and alerted command. "We haven't eliminated the targets yet and the enemy has sent in heavy reinforcements, at least a hundred droidekas and four PACs filled with battle droids. We're going to need some backup."

"All right, we're sending you AT-TEs and TX-130 fighter tanks. There's no guarantee the transports can drop them off safely if you haven't taken out those turrets."

"What about Aurek Squadron? If they're still in the area they could be used to keep the turret droids busy."

"Yes that can be arranged, they're in the vicinity and will be redirected to your location. Be advised, they've taken heavy casualties and won't be able to engage those turrets for very long."

"Copy that."

The four commandos formed up behind the Jedi. As the monstrous mass of droids approached the warriors heroically stood their ground undeterred. The turret droids were slow to react to the changing situation on the ground and didn't fire on the five Republic fighters. The clones started assassinating some of the rolling destroyer droids with their sniper attachments.

Four V-19 Torrent fighters appeared in the distance and caught the attention of the turrets. The starfighters fired on the turret droids but the blasts harmlessly impacted on the shields.

Each commando was able to snipe about three droidekas before the first of the destroyers deployed. Jakoby blocked the incoming laser fire to the best of his ability. There were just too many droids. Some of the blasts were getting past him and struck against the clones' personal shielding.

The commandos used up the rest of their EMP grenades and thermal detonators and switch to the anti-armor mode on their interchangeable weapon systems. The PACs were parking nearby and lowing their racks to deploy their battle droids.

LAAT/c transports finally arrived. With the turret droids distracted the modified gunships safely released their cargo and fled. With their mission of distraction completed, the Torrent fighters also retreated.

Jakoby was now reinforced with six AT-TEs and three fighter tanks. The TX-130s started blasting at the droidekas with the six walkers broke into teams of three and ruined the troublesome turret droids.

The IFT-Xs were sweeping through the destroyer droids with ease. The droidekas' blasters couldn't penetrate the armor on the tanks. With the PACs' task completed, the unarmed transports turned around and fled back to the Separatist city. The B1 battle droids uncurled from their folded up position and began to attack the fighter tanks. The battle droids were even less effective than the droidekas. Some threw V-1 thermal detonators at the tanks, but their efforts didn't even slow the TX-130s down.

The AT-TEs were now converging on the droideka horde. Jakoby and his commandos quickly found their job becoming easier as the clones inside the walkers came out to assist them in the battle.

Soon the droid forces were overrun and convoy of RTTs escorted by AT-RTs began to traverse the area toward the city. The Republic army halted in front of the city, just out of range of the city's defenses.

"Why are we stopping? If we give them too much time the top officers are going to evacuate!"

"Sir, two ARF troopers successfully managed to infiltrate the city and will soon return with valuable information of the city layout. I doubt that any Separatist will be going anywhere, we've successfully routed the CIS fleet in orbit and set up a blockade," a clone commander informed Obi-wan Jakoby. A LAAT/c dropped in a portable command center.

* * *

The two ARF troopers returned to their army via a 74-Z speeder bike. The bikes were able to accommodate two riders, a useful feature if multiple bikes weren't necessary. The ARFs provided Jakoby with a layout of the city they managed to steal from the city's courthouse archives. The clones inputted the data into the command center's computer and a holographic display of the city appeared.

"The city is heavily defended General. Turrets line the city perimeter while droid tanks patrol the streets," an ARF said.

"Do they have a shield generator?"

"No sir."

"What if we threaten them with the use of an orbital bombardment?"

"There are a significant number of civilians in the city sir."

"I said threaten, I have no intention of carrying through with such an act. I merely thought we might end this without any fighting at all."

"I think the Separatists would call your bluff General. I think they're well aware of the shielding their civilians bring."

"Bombarding the city with artillery would have the same negative impact," Ace said.

"We couldn't starve them out, not the droids anyway," Jack casually commented.

"What other options are there? A direct assault will mean massive casualties."

"My team and I could sneak in and sabotage their energy supply, then the rest came come in and take the city," Jakoby recommended.

* * *

At the Separatist command center, safely located inside the city, the top officers were worrying about what their next course of action should be. "What are we going to do? What are we going to do?" the Neimoidian officer worried.

"What about the Hardcell or the XT Beetle transport? We could get out of here," the Koorivar officer suggested.

"We'll never get past their blockade," the Gossam officer sighed.

"What if we use the fighters to distract them while we get away?"

"There are too few, they won't last long enough," the Gossam rebutted.

"Our communications are being jammed," an Aqualish technician informed the leaders.

"We can't even call for help," the Neimoidian sulked.

* * *

The Jedi General went over the plan with his four clone commandos. "Our first target will be the five external power cores. We will split up and each take one. It is imperative we use stealth and not alert the city of our intrusion. Once they have been destroyed, we will meet at the city center and destroy their main power complex. This will severely cripple the city, allowing our forces to invade and take over."

"What if we alert them to our presence?" Tai asked.

"Then we will just have to continue on with the mission. There will be no escape for us once we're inside. Is everyone clear on the plan?"

"Yes sir," the four commandos said in unison.

"Right, lets be off then."

* * *

The Jedi and four clones snuck into the city on foot via the sewer system. "Echh, I can smell this vile stank through my helmet," Kicker complained.

"Be thankful you have a helmet," Jakoby said.

"This place smells worse than a bantha's butt," Jack said.

"How do you know what a bantha's butt smells like?" Ace asked.

"Cause I imagine it smells the same as your breath," Jack shot back.

"Shut up," Jakoby said. They hid as a pair of battle droids walked nearby. The droid patrol didn't notice the intruders and left on their pre-assigned patrol route.

"No fair, they don't have noses," Tai observed.

"I guess they're not complete idiots. They thought enough to guard the sewers," Jakoby said. The covert ops team soon split up to take their individual targets.

Kicker went down one tunnel. Kicker preferred to use explosions to solve his problems but it would be unwise to cause a ruckus while he was underground. The sooner he got topside the better, he just hoped he wouldn't run into any opposition until then.

* * *

Tai soon found himself trying to sneak across the city streets. He was fortunate there were no crowds, as an armored clone commando would stick out like a rancor in a herd of nerfs. Tai guessed the civilians were hiding in their homes. Tai waited behind some crates and let two B1 battle droids walk past him. He could have easily taken them out, but then he would have had to waste precious time hiding their bodies.

* * *

Kicker's route led him close to where the CIS had parked a Hardcell-class interstellar transport. Kicker decided to make a short stop before he reached his power core.

* * *

Obi-wan Jakoby leaped from rooftop to rooftop, heading directly for his target. He called on the Force to increase his speed and jumping ability, but reminded himself that if he went too fast he would end up having to wait on his clones. The Separatists didn't think to post sentries on building rooftops and the droids patrolling the city streets below never thought to look up. "Ha, they look like antz from all the way up here!" Jakoby said aloud to himself, knowing no one down below could hear him talk from this height.

* * *

Jack had infiltrated the vehicle depot and commandeered a GAT and simply drove to his power core. None of the Separatists had any reason to believe the ground armored tank moving through the city streets was belligerent.

Jack easily reached his target. He knew the next part would be difficult. If he used the tank to blow up the power core, he would ruin his teammates element of surprise. He would have to exit the tank and place his detpack without anyone noticing him. Of course a clone commando would be easy to spot, so he had to do it when no one else was around.

There were a few battle droids milling about, so Jack drove slowly, hoping they would leave. "Stupid droids sure are taking their sweet time. No wonder they always lose, so inefficient." If Jack drove too slowly he would look suspicious. Jack drove past the power core and kept going; he would have to go a little farther and wait to turn around.

* * *

Ace saw a battle droid on its own. The commando snuck up behind the oblivious droid and decapitated him with his wrist blade. Ace dragged the body over to a parked civilian landspeeder and forced open the vehicles engine hood. Ace stuffed the spindly droid onto the engine. He planted a mine on the droid's body in case anyone found it.

When he tried to close the hood the droid took up too much space and it wouldn't close shut. "Agrhh!" Ace groaned as he comically tried to force the hood down five more times before giving up and kicking the vehicle—causing the mine to detonate. The blast knocked Ace flat on his back. As the fire started to expand to the nearby building Ace got up and ran. Nobody had seen him yet; maybe he would get lucky and actually get away without being caught.

* * *

Jakoby notice smoke rising from another part of the city and assumed one of the clones blew his cover. The event had prompted two hunter-seeker droids to investigate but they noticed Obi-wan before they got to the fire.

The droids fired at the 1.85 meter tall Jedi with their tail lasers. Jakoby slid under some pipes as the red bolts splashed across the roof.

* * *

For the third time Jack passed the power core. Except now the city was on alert and two super battle droids were now permanently protecting the power core. Jack gave up and fired a volley of missiles, destroying the core and its two protectors.

A B1 in the street saw the event take place. "Hey what are you doing?"

Jack turned the stolen tank towards the lone battle droid.

"That wasn't friendly fire. Hey…you're an enemy. Get out of our tank!" the battle droid fired on the GAT with its E-5 blaster.

"Took him long enough to figure it out," Jack sighed as he blasted the battle droid. He predicted the droid would have figured it out sooner, but he had given him too much credit. The droids were less intellectual than Jack previously thought.

* * *

Three battle droids chased Tai through the street after he blew up his assigned power core.

"Wait, why am I running?" Tai turned around and blasted the three droids. Then the commando noticed a ground armored tank blasting super battle droids. "Why do I get the feeling Jack is in that thing?"

* * *

Ace blew the power core. The squad of supers guarding it didn't put up much of a fight since Ace immediately resorted to using EMP grenades. The team leader knew he was running behind and had no time to stick around and play with the droids.

* * *

Jakoby neared the primary power complex and saw a GAT on the streets below. He jumped from the building and landed on the tank and proceeded to cut off the cannons. Jakoby then cut a hole in the top of the tank but was surprised to find Jack and Tai inside. "Tanks a lot General, now we can't shoot stuff."

"Sorry I didn't know it was you."

"I thought Jedi were supposed to know about stuff like this."

"Apparently I'm not a very good Jedi." The trio used the GAT to ram through the doors of the power complex. They exited the ruined vehicle and began their work of setting charges and killing guards.

The power grid blew just as Jakoby and his clones made a daring escape out of the building. The city went dark and the Republic forces knew it was time to attack. The swift AT-RTs bursted ahead with the AT-TEs slowly plodded forward.

"We've pushed them to the edge, they may try to escape in their transports despite our blockade."

"Hi General!" Kicker seemingly appeared out of nowhere. Jakoby had not sensed Kicker's presence as the clone approached. Perhaps he was getting sloppy the Jedi admitted to himself.

"You're late."

"Where have you been?" Tai asked.

"Around," Kicker smiled, though none could see it through his helmet.

"Okay, we need to disable their means of escape. I say we target the Techno Union ship fir-" Jakoby was cut off as he saw the Hardcell in the distance blow up.

"What did you do?" Tai asked.

"Can't you tell?" Kicker replied.

"That wasn't part of the plan," Jakoby lectured Kicker.

"I wasn't the one who blew our cover."

"Yeah, who did that anyway? Ace?"

"That still doesn't change the fact that you disobeyed orders Kicker."

"Technically I don't recall you say I couldn't blow up extra stuff on the way."

"This is not the time to argue semantics," Jakoby sighed.

"We can discuss my actions in committee later," Kicker said as charging battle droids fired on the group.

The attacking battle droids fell exceptionally fast. The group soon realized that the droids were being destroyed from behind. Within a few short seconds the droids were nothing but spare parts.

"Nice of you to finally show up Ace. It's not like you to be tardy," Jakoby reprimanded his second-in-command. The sound of the city's XT Beetle transport caught the group's attention.

Momentarily out of harm's way they looked up at the transport at the sky. "The blockade will get them," Jakoby said with confidence. A squadron of Torrent fighters showed up and shot the transport down, causing a huge mess in the city streets. "I guess not. Well then, I don't think the Seppers could have made this any easier for us even if they tried," Obi-wan Jakoby declared. As the Jedi finished his statement a blaster bolt whizzed by his face. The Republic soldiers turned to face another approaching group of battle droids.

"Time to clean up this mess!" Kicker exclaimed.

* * *

The CIS leadership and their B2 bodyguards exited out of the wreckage that used to be the XT Beetle transport. "This is unacceptable!" the Neimoidian protested.

"Well, what do we do now?"

"Surrender?" the Gossam answered with a question.

"We go back to the capital building and take one of the shuttles," the Neimoidian answered.

"We'll never make it through! Just how many crash-landings do you think we can survive in a single day?"

"We have no choice!"

"We could always surrender…"

"Unacceptable. I'm not going to spend the rest of my life rotting in a Republic prison." Four AT-RTs appeared and were delayed by the squads of super battle droids. The first two supers were instantly torn apart while the rest began their counter attack. As the infantry and anti-infantry walkers battled a droid transport carrier arrived to take the officers back to the capital building.

* * *

Jakoby and his commando squad borrowed a few speeder bikes and were on their way to the wrecked Beetle transport when they were intercepted by a group of STAPs. Outnumbered three to one, the clone elites were still able to shoot down their agile opponents.

A troop of thirty super battle droids swarmed the street, appeared from the surrounding buildings. The Jedi and his four commandos abandoned their bikes to fight the droids on foot.

As usual, Jakoby rushed in and sliced the droids apart with his dual lightsabers with his commandos backed him up with their ranged weapons. The supers were not quick thinking enough to figure out a counter to this common attack pattern.

Unfortunately for the Republic warriors, a bio cannon appeared at the far end of the street, deployed into attack mode, and began to bombard the entire area. The droid cannon's first targets were the parked 74-Z speeder bikes. Once they were destroyed, the clones were deprived of a swift means of escape.

The Republic troops could take cover in the buildings of course, but that would not stop the bio cannon's attack, and the large droid was told by its superiors that the Republic would not risk civilian lives. Armed with this knowledge, the bio cannon was confident that they would not leave its field of fire.

The Jedi and four commandos ran in separate directions to try and confuse the bio cannon, but it continued to fire relentlessly. Jakoby caught a break when three AT-RTs rushed forth and started to shoot at the CIS artillery unit.

The bio cannon curled back into a ball and rolled toward Obi-wan Jakoby, knocking over the three AT-RTs in the process. The Jedi leapt straight into the air and landed on the large droid. Jakoby ran on the ball as it careened down the street. Building momentum, the bio cannon rammed into a Republic troop transport, propelling Obi-wan off it. Clone troopers stared in awe as the Jedi was catapulted to the far side of the city.

"I didn't know the General could fly," Kicker joked. The clone's tone indicated that he was clearly confident that Jakoby had survived the ordeal.

Jakoby's head felt as if an entire moon had dropped on it. The Jedi opened his eyes, only to see darkness. At first he thought he had gone blind, losing his sight to some sort of injury. But he quickly realized that it was nighttime. "How long was I out?" Jakoby said to himself as he looked around and saw that he had landed in an open dumpster, the soft garbage the reason he survived to crash. Jakoby discovered the repugnant smell only after he realized that he was surrounded by moldy food packets. "Great! Now I smell like a steaming pile of Dooku." Jakoby rooted around the trash for his lightsabers. He eventually found them both, then climbed out of the dumpster and went to look for some clone allies.

Jakoby came across three individuals in the dark, he didn't need the Force to tell him they were clones, it was obvious from the floodlights affixed to their helmets.

"Who goes there?" A clone barked as Jakoby came into their view. "Oh, excuse me General, I didn't know it was you."

"Quite alright. What's going on?"

"We've been searching the city for you sir. You've been missing in action for hours."

"How goes the good fight? Still good I assume."

"Not really sir. Things have been going badly," the captain said.

"Don't just stand there, give me a report."

"We've been chasing a bio cannon throughout the city on into the night, still haven't stopped it yet. The civilians are being uncooperative; some are housing battle droids while others are actually attacking us directly. You're plan to cut the city's power backfired. Now that's its night, the locals move about easily, picking off our troops in the street. We're easy targets because we have to use the floodlights to see anything. And some of the Seppers managed to use old auxiliary power generators to revive some of the city's defense turrets."

"I see."

A blaster shot rang out and smashed into one of the clone troopers. As if they were nothing but practice targets, the next clone was hit. The clone captain drew his DC-15x sniper rifle and let loose a shot. The hostile shooter retaliated by plastering the captain in the face. Jakoby looked to find their assassin.

In the middle of the street there was a dwarf spider droid. It was hard to see in the dark but Jakoby could make out the droid's big red eyes. He activated his two lightsabers and started after the four-legged droid. The spider droid began to fire on Obi-wan Jakoby, but the Jedi was easily able to defect or dodge the incoming fire.

As Jakoby drew closer to the droid, he started taking fire from above. A sniper shot from the right missed Jakoby. A moment later he was receiving small-arms blasts from his left. The sniper was inaccurate; Jakoby figured it was a B1 battle droid armed with an E-5s sniper rifle. The shots from the left were also inaccurate, but wild. Jakoby figured it was from civilians.

Then Jakoby quickly had to dodge out of the way. A toxic green grenade landed where he was a second ago. Jakoby figured it was a droid with a radiation launcher. Not the most common separatist weapon, but whoever was using it had better aim than the others.

Two super battle droids came up from behind the spider droid and started shooting at the Jedi. Jakoby was running out of options. He dashed to the building on his left and cut his way through the front door. Obi-wan decided that he needed to get to the civilians before they ditched their weapons; he could go and search for the droids anytime. If the organics got away they would be much harder to find amongst a city of unfriendly civilians.

Jakoby took the stairs, having faith that his own speed would be quicker than taking the turbolift. He reached the floor where he sensed the belligerents and burst through the door into the hall. Two humans opened fired upon the Jedi.

Jakoby rushed forth, his great speed powered by the Force. In an instance he cut down the two humans, killing them instantly. Without clones to back him up, the Jedi was in no mood to put up with prisoners, so he killed them in battle. Looking down at their chopped up corpses, Jakoby saw the humans had wielded SE-14 blaster pistols; the droids were arming the civilians. Obi-wan Jakoby felt a disturbance in the Force, and knew where he needed to be.

* * *

Kicker's DC-17m blaster was running low on ammo. His anti-armor attachment was already depleted and the commando was already out of grenades. Soon he would be down to his sniper attachment and DC-15s. Jack was already down to his side arm blaster while Ace had manned an EWHB-12 heavy repeating blaster.

The small army of B1 and B2 battle droids slowly advanced on the clones' position. The rank-and-file clones that had accompanied the commandos were either dead or in various stages of dying. The droids had ambushed the clone group as they were patrolling a street. Ace believed the locals had tipped off the droids, as the commando didn't believe the droids could have come up with such an attack on their own.

Tai tossed an EMP grenade. The weapon only damaged a small portion of the droid attack group. "That was my last grenade," Tai informed the others. "We're not going to last much longer, we need to fall back," the clone yelled over the roar of the blaster fire.

"And where do you propose we fall back to?"

"We could try and regroup with the squads in the southern half of the city," Jack suggested as he shot down a B1 with his pistol.

"That's where the emergency signals were coming from, they're likely dead by now," Kicker said.

"So we're just going to abandon them?"

"There's nothing we can do, we can't even take care of ourselves right now," Ace said.

From a rooftop, Obi-wan Jakoby saw his commandos engaged with a large force of battle droids. He leaped from the building and landed on top of a super battle droid. He cut off the droid's blaster arm and shoved it into a nearby B1 battle droid. Jakoby then Force pushed two other battle droids that leveled their weapons at him.

Jakoby cut across the droid line, killing five super battle droids in a row. He then focused on the rear droids. The droids in the front were deprived of their support and were quickly gunned down by the clone commandos.

Twenty-five seconds into Jakoby's counterattack and all the battle droids lay in mangled piles.

"Good to have you back General," Ace said as Jakoby approached them.

"It seems you've been having fun without me."

A human civilian appeared from a doorway and shot Jack. The blast was merely absorbed by his shields but the cheap shot angered his Jedi general. Jakoby used the saber throw ability and cut the poor fool in half.

The group heard the heavy footfalls of a nearby AT-TE. "Come on there's a friendly walker nearby," Tai said.

"Gee, what gave it away?" Kicker snidely said.

The group made their way to the walker and went inside. The AT-TE's resident IM-6 medical droid checked Obi-wan Jakoby's condition while one the vehicle's gunners informed the group where the walker was going.

"We're headed for the capital building."

"Do you really think the Sep leaders would be stupid enough to still be there?" Ace asked.

"Yes sir. They're shuttles were destroyed by our aircraft, so they shouldn't have any other means of escaping."

"Unless their officers are brave enough to ride STAPs," Tai said.

"You're only sending one walker to attack?" Ace asked.

"Its all we could spare sir."

The walker's occupants could hear the sounds of blaster fire as battle droids shot at the armored vehicle in vain. The battle droid infantry swarmed around the AT-TE like antz attacking a beetul.

Some of the super battle droids fired their wrist rockets, but were unable to cause any meaningful damage to the large walker.

* * *

The GAR walker held out and reached its target destination within fifteen minutes. The walker blasted the squad of super battle droids guarding the entrance. Jakoby, his four commandos, and a handful of standard clones departed from the walker and infiltrated the capital building.

Jakoby and his buddies encountered the standard security battle droids and a few PK worker droids, nothing they couldn't handle. Which made Jakoby wonder why the capital building hadn't been taken sooner.

Suffering no casualties, even among the nameless cannon fodder, the Republic group stormed inside the command center. They were greeted by the tri-shots of super battle droids. With a few swift strokes of his lightsabers, Jakoby killed most of the droid defenders himself.

Ace used his knuckle plate vibro blade and decapitated an unarmed pilot battle droid. One of the standard clone troopers shot a Gossam officer while Jack killed a Koorivar officer that reached for a SE-14 pistol. A Neimoidian officer ran out of the room but no one gave chase.

Kicker noticed movement under a table and saw an Aqualish technician come out from hiding.

"Gun!" Kicker shot the engineer.

"He was holding a fusioncutter," Jack corrected.

"Oops. Not my fault," Kicker said.

"Of course its your fault. You're the one who screamed 'Gun,' and you're the one who shot him!" Ace exclaimed.

"It doesn't matter now. Come on, we better go capture that Neimoidian who ran off, we need to take someone alive for questioning," Jakoby said.

* * *

**Author's Note:** Jakoby's Jedi adventure robe is an outfit found in the video game Star Wars: The Force Unleashed.

The turret droid first appeared in the video game Star Wars: Starfighter.


	8. Battle of Chorax

**Chapter 8: Battle of Chorax**

Fresh from the conflict at Wor Tandell, the 8th Fleet exited hyperspace to be met by the Separatist blockade of Chorax. OOM-9 was met with a visual transmission from Mar Tuuk. "General Durd requests your immediate assistance groundside. You are to turn command of the 8th Fleet over to me."

"Roger roger. My officers OOM-8 and TH-1066 will report directly to you. We are going to be taking our core ships down to the planet."

"That is permissible."

Though the Chorax's planetary government had allied with the Confederacy, the planet's civilian population was low and historically was easily subject to threats from various pirate gangs.

OOM-9 and his crew had been to Chorax before. Pirate attacks had been so bad OOM-9 had to stop them with overwhelming force. OOM-9's anti-piracy campaigns were successful and cleared the majority of criminals from the area. Of course the Trade Federation had sent OOM-9 to protect their shipping lanes from pirate attacks rather than for the well being of the system itself.

The Clone War had pitted the full resources of the Republic and CIS against each other. The pirates saw their chance to return to Chorax and took it. Unfortunately for them, the Republic had invaded Chorax and the Confederacy had come to its aid. The rabble of thugs and bullies were now faced with two galactic armies, both of whom considered the pirates' annihilation as part of their agenda for the planet.

"KJZ-8267, I want you to lead a squadron of E-STAP droid starbombers down to the planet," OOM-9 turned to the pilot droid.

"Roger roger," KJZ-8267 turned and left for the hanger.

OOM-8 had pulled Commander Zako aside to ask him about getting a symbol on his shoulder plates like OOM-9, EEK-176 and the others had. Instead of the CIS symbol the droid wanted the Lucrehulk emblem. OOM-9 allowed the delay and the human officer was happy to oblige. OOM-8 was painted with a black Lucrehulk symbol on each of his shoulder plates.

* * *

Rather than go down to the surface on the core ships, OOM-9 decided to take a ride in his shuttle, _Emerald Slicer_. The brown Neimoidian shuttle was upgraded with two laser cannons, but was still escorted by an entire squadron of brown Vulture droids. _Emerald Slicer_ lacked the third cannon on the dorsal fin that the other armed versions of the shuttle had, as OOM-9 did not want to mess with the ship's communications antenna.

The two core ships landed near where the fighting was. The spheroid ships made sure not to land too close to one another in order to be sure that there was enough room for all the ground troops that were going to be deployed.

Major Katen and Captain SSA-719 oversaw the troop movements as the massive droid armies left the giant spheres. NR-N99 tank droids and ground armored tanks were the first off the ships, scouting ahead to ensure the safety of the other forces.

KJZ-8267 and his squadron established a holding pattern in the area, meaning they flew around the core ships in circles.

The _Emerald Slicer_ passed by overhead, heading directly to Lok Durd's coordinates. Heavier vehicles like spider droids and bio cannons started to leave the bowels of the core ships. STAPs and speeder platforms flew in-between the large droids.

Held up by OOM-8, Commander Zako arrived late. A dropship dispensed the officer and more CIS droid infantry. Zako waited for twelve STAPs to exit down the rear ramp of the dropship before following on an armored scout tank. Scores of B1s, B2s, flame battle droids and dwarf spider droids followed after him.

A squadron of gunship fighters approached the two core ships. Once the fighters got within range, AMLs opened fired from the ground while hunter-seekers attacked from the air. Three Republic flyers were quickly shot down and the rest retreated.

"Cowards," a B2 said within earshot of Katen, who observed the skirmish through a pair of electrobinoculars.

"Don't get complacent. They'll be back, with reinforcements," Katen scolded the super battle droid. The altercation had occurred so fast that KJZ-8267's bomber squadron did not even get to participate in the air battle.

* * *

"Sir, enemy ships are coming into our sector," the command droid informed Mar Tuuk.

Blue CR70 corvettes had exited from hyperspace and were heading toward the planet. Sometimes referred to as Republic blockade runners, as they were often used to quickly transport troops or supplies past CIS naval blockades. They were painted blue instead of the Republic red in an attempt to make them blend in with Separatist ships.

"These ships were not sent here to combat our vessels. Have the smaller battle freighters force them towards our battleships," Captain Tuuk ordered.

Tuuk made use of the 8th Fleet's superfreighters and missile frigates, having them chase the CR70s towards the Lucrehulk battleships that would then easily destroy the corvettes with their turbolasers.

This strategy worked on all but two of the Republic ships. One of the survivors of bombarded by a pair of Trade Federation droid bombers while the other was chased by Vulture droids.

* * *

The Republic was slower to attack than Katen had predicted. Unfortunately, their army was larger than she suspected. The Republic attack wave lacked air support, apparently fearful that they'd loose too many aircraft. They were protected against CIS aircraft with their anti-air tanks they brought with them.

"Ha Ha! I never get tired of infantry charges!" 3B3-888 exclaimed waving his RD-4 radiation launcher in the air.

"Then let's get them! Charge!" EEK-176 yelled. The masses of infantry on both sides ran straight for one another. Faster vehicles, like the GATs and IFT-Xs, maneuvered in-between the infantry formations to get to the other side quicker.

As usual the bio cannons were faster than the SPHA-Ts and held the artillery advantage.

Despite the heavy fire from vehicles and artillery exploding everywhere the infantry formations continued to run until they smacked right into each other in a gory mess.

A clone attacked EEK-176 with a wrist flamethrower. The command droid ran right through the flames and elbowed the trooper in the head. The clone fell to the ground and EEK-176 lifted him back up by the neck. "Do I look flammable to you? I really hate it when my enemies think so little of me." EEK-176 snapped the clone's neck.

Another clone aimed at EEK-176 but was blown away by 3B3-888's radiation launcher. A clone that was about to attack 3B3-888 stopped abruptly in his tracks, falling to the ground, and lacking his head. From the hatch of an AAT, SSA-719 was landing multiple headshots on clone troopers with his E-5s sniper rifle.

* * *

Zako charged in with his AST, purposefully running over clones with his gray and blue repulsor vehicle. His STAP escorts made sure no clones were able to target their officer.

Zako made a wide turn that flattened three clones in a row before he saw his prize, a clone commander. Bearing yellow markings, Zako could easily pick the clone commander out in the group. Zako hit the accelerator and made his way towards his primary target.

The CIS officer ran over two more clones on the way and was about to squash the clone leader when the clone jumped up and landed on the front of Zako's scout tank.

"Hey get off!"

"Make me!" the clone commander taunted.

"Okay," Zako pulled out his E-5 and shot the clone, who then fell off the still-moving AST.

* * *

The CIS vehicles took out the anti-air tanks first, allowing the hunter-seeker droids to freely participate in the battle. While not effective against heavy armor, the flying droids were useful at thinning the ranks of enemy infantry. The E-STAP bomber squadron attacked the armored vehicles at the Republic's rear, so not to catch allies in their bomb blasts.

The holes in the clone lines made by the hunter-seekers just made it easier for the battle droids to shove their way through. The flame battle droids were particularly useful in the close quarters fight, able to unleash their weapons with wild abandon without worrying about hitting their fellows droids, as they were immune to the flames.

* * *

Katen zoomed into the fray riding a speeder platform. She got alongside an AT-TE and hopped on. Driverless, her speeder bike ran out of control and slammed into a squad of clone troopers. Major Katen ran across the top of the walker and shot the gunner off the mass-driver cannon. She took the turret for herself and started shooting at other Republic walkers.

The clones were wise to Katen's game and quickly responded, shooting at the AT-TE walker. Katen saw Zako drive by and leaped off the walker onto the front of Zako's AST.

"Get off!"

"Make me!" Katen taunted.

"Hey, I shot the last guy that said that to me," Zako said. Zako slowed down enough for Katen to be able to crawl around to the back of the tank. But instead of sitting behind Zako, Katen sat on his shoulders.

"Give me your gun," Katen said.

"Here ya go," Zako complied and Katen duel wielded her commando pistol and Zako's E-5 while riding on top of Zako as he piloted the armored scout tank. The AST wove in and out of vehicles, eliminating clone troopers along the way.

Eventually Zako lost his nerve, "this is stupid, we're going to get ourselves killed."

"Ah, come on. This is fun! And it's working!"

"You're going to fall off!"

"Relax, I've got a great sense of balance."

"I don't."

"That's why I'm on top and you're the pilot. Now shut up and drive!"

"I am driving, don't you think I can complain while killing clones at the same time?"

"You'd probably kill more if you'd shut up and pay attention!" Katen yelled as Zako missing ramming into an AT-RT.

Another AT-RT decided to get in their way, except this time Katen saw it in time and shot off the driver with her dual wielded weapons.

The homing spider droids were cutting the AT-TEs to pieces one at a time, combining their firepower for greater effect. The bio cannons had completely destroyed the Republic's artillery and now fell silent, as the other combatants were now too close together and the bio cannons didn't want to risk hitting their allies.

The GATs and Republic fighter tanks had cancelled each other out and were now absent from the battle. The dwarf spider droids and STAPs had an easy time of destroying the AT-RTs since the swift walkers were held up amongst the masses of infantry everywhere.

A pair of heavy STAPs cut down a clone scout walker with their missiles. Katen leaped off Zako and landed on a clone, putting blaster bolts into his chest as she the force of her leap knocked the clone to the ground.

Zako shot two more troopers with the AST's laser cannons and turned around to Katen. "Can I have my gun back now?"

* * *

The _Emerald Slicer_ landed in front of a portable CIS command center. The Vulture escorts landed in walking mode and continued to guard the shuttle. Some ways away, Durd's droid army was exterminating a small band of pirate tanks. OOM-9 exited from down the ramp, flanked by two security battle droid bodyguards. Connected to the droid network, OOM-9 was still able to observe the battle his army was participating in.

A command droid showed OOM-9 to Lok Durd, who was protected by two super battle droids. "Ah, General OOM-9. I am grateful that you have arrived so promptly."

"I swiftly departed from Wor Tandell. My troops have not yet been fully repaired and restocked."

"I hope you are still up to the task."

"Of course, with our combined forces we will have more than enough troops to crush both the Republic and the pirates."

"Good. I am going to personally oversee the extermination of a pirate base in the southeast; I need you to take out the Republic forces in the northwest. Once we have achieved our objectives we shall meet in the southwest here," Durd pointed at the holomap.

"Roger roger," OOM-9 replied with the basic battle droid response.

"Scouts report that a Republic force is exterminating pirates at the planet's south pole. When they finish they should head north, where they will be met with our combined forces," Durd's command droid spoke up.

With their plans set, Durd left for his gray and blue Neimoidian shuttle and OOM-9 turned and went towards the brown _Emerald Slicer_. Once onboard the shuttle OOM-9 set up a link to EEK-176. "Commander, I am sending you the coordinates of our next target. Once you finish playing with the Republic you are to begin the march there immediately. I am on my way to join you now."

"Yes General, we are nearly finished wiping up the Republic remains over here. We will be underway in approximately twelve minutes."

* * *

Miraculously, one of the Republic blockade runners was able to survive long enough for Republic reinforcements to help it. This time the Republic sent in Acclamators and a Venator, though they were still outnumbered by the CIS capitol ships.

The Republic ships fearlessly cut right into Tuuk's fleet formation and the organized battle dissolved into chaos.

TH-1066 ordered the _Komusai_ to pull up right alongside an enemy Acclamator assault ship. The _Scrapyard _ended up going one on one with the Venator while the _Enzack_ and _Wertizlan_ double-teamed one of the Acclamators.

"This is TH-1066 of the _Komusai_ requesting permission to use boarders on marked enemy Acclamator ship."

"Permission granted," Tuuk replied.

Twelve Droch boarding ships left the _Komusai_ and rocketed toward the Acclamator. Torrent fighters and Vulture droids fought with one another as the boarders moved closer. The Acclamator's turrets managed to shoot down four of the Droch craft and the Torrents destroyed another three.

The remaining five pierced the hull of the ship and super battle droids began spilling out and engaging clone defenders.

Seeing the attack not unfold as successfully as he predicted, TH-1066 ordered the _Komusai_'s Neimoidian shuttles to launch and land right in the docking bay of the Acclamator. TH-1066 predicted that their shields would be down as they kept launching so many fighters.

The Acclamator's captain must have gotten the same idea because Nu attack shuttles exited the assault ship and headed toward the _Komusai_'s docking bay.

TH-1066 predicted that the probability of the clones boarding his ship to be low, but they proved him wrong yet again.

"Take over, I'm going to oversee the battle personally." As the white and purple tactical droid got out of the command chair, a pilot droid sat down to take his place.

Before he left, TH-1066 turned and pointed at one of the security battle droids, "under no circumstances are you to allow the clone invaders to capture the bridge."

"Roger roger."

* * *

Aboard the Acclamator, the Neimoidian shuttles released green-marked marine battle droids. Typically armed with E-5s, Elite E-5s, E-60R rocket launchers, RD-4 radiation launchers and V-1 thermal detonators, the marine battle droids were designed specifically to board and capture enemy starships.

Though their mission profile was strikingly similar to the older security battle droids, the droid marines were equipped with power backpacks for prolonged engagements while the security version were not.

After the initial wave of droid marines left the shuttles, droidekas followed after them. The marine battle droids frequent use of thermal detonators kept the hanger bay in a state of near constant explosions. Clone body parts were flying in all directions. The clone defenders were performing poorly against the attack force.

* * *

Likewise, the security battle droids were doing poorly against the clone attackers. Swarms of pilot droids armed with commando SE-14 pistols had to join in the fight to keep the clones contained in the hanger bay. A mess of red and blue blasts whizzed past each other in a mad maelstrom of destruction.

Equipped with a Bulldog RLR, TH-1066 entered the _Komusai_'s hanger bay, protected by a small group of dwarf spider droids. The spiders easily helped turn the tide of the battle.

Two more Republic shuttles landed in their hanger and TH-1066 thought about ordering all air to be removed from the hanger bay but never followed though, seeing the droids push the newcomers back into their shuttles.

Three pilot droids planted time bombs on one of the shuttles and it exploded four seconds later. Another was under attack from the spider droids while rocket launcher wielding security droids attacked the rest.

TH-1066 took a group of pilot and security droids to his awaiting shuttle. Once inside the tactical droid ordered the pilot take off. The shuttle lifted off the ground and flew over the heads of clones and droids.

Out in space, starfighters were still chasing each other around the starry space sky but none paid the shuttle any attention and it was allowed to land inside the Acclamator without incident.

Once out of the shuttle, TH-1066 saw that the droid marines and droidekas had killed the hanger defenders and were already infiltrating the interior of the ship.

* * *

OOM-9 had regroup with his army and were soon to reach the intended site where the Republic was supposed to be. OOM-9 had fought on this region of the planet before and knew of an underground network of tunnels some of his infantry could take.

OOM-9 sent STAPs and other swift repulsorcraft threw a canyon pass. They would come out to the battle at an unexpected angle and would throw off the clone forces.

Safe inside the city, the Republic's AV-7 anti-vehicle cannons unleashed a barrage at OOM-9's army, providing additional firepower for the advancing army of AT-TEs.

"Sir, they're using the city as a shield. Our attacks may cause civilian casualties."

"It makes no difference, we will attack all the same. Have the bio cannons wipe out the walkers. And tell the tanks and transports to commence with the charge of the city," OOM-9 ordered.

As the ground forces began their attacks on each other, a group of gunship bombers took off from the city's landing platform. KJZ-8267's bomber squadron flew in to intercept them.

* * *

TH-1066 fired his rocket launcher rifle and killed three clone naval officers. The droid marines accompanying him finished off the rest of the bridge crew. "Take control of the ship, shut off power to their turrets," TH-1066 told the pilot droids that were with him.

"Uh, sir, another Acclamator is firing on this ship," a pilot droid said as he took a station on the bridge.

"They are trying to make sure the ship does not fall into our control," TH-1066 said just as the bridge rocked from multiple incoming laser blasts.

One of the droid marines fell onto TH-1066, but the commander shoved him off. "We will not survive this. Download what information you can from their databanks and retreat back to our shuttles."

* * *

"Sir, there's a battleship out of formation. It's not responding to our transmissions," a command battle droid informed Mar Tuuk.

"What's that Lucrehulk battleship doing? Get me the 8th Fleet's registry," Tuuk ordered his command droid.

"That battleship isn't on the roster. And we can't verify its identity."

Captain Tuuk turned to the holograms of OOM-8 and TH-1066. "What's going on?"

"Unable to determine sir, that ship isn't one of ours," TH-1066 answered.

OOM-8 was silent for a moment, deep in thought. The command droid lifted his head, "no, its not possible."

"What is it OOM-8?" TH-1066 asked.

"I think that's the _Profit_."

"I'm not familiar with the name," TH-1066 admitted.

"The _Profit_ is a Lucrehulk-class battleship that was hijacked just prior to the blockade of Naboo. The ship's captain, Dool Pundar, led the mutiny. He reprogrammed the battle droids and murdered all crewmembers still loyal to the Trade Federation. Since then, he has become a successful pirate lord that has eluded fleets of the Trade Federation and Galactic Republic. He has also escaped from all bounty hunters sent after him."

"Interesting history lesson, but what are we going to do about him?" TH-1066 asked.

"We catch him of course!" OOM-8 exclaimed.

"We need to focus on the Republic ships in order to eliminate them efficiently."

"We can spare one ship. OOM-8, you are permitted to take the _Magna Musai_ and capture the _Profit_," Tuuk said.

OOM-8 acknowledged and his image disappeared. The hologram of the tactical droid remained. "What is your progress?" Tuuk asked TH-1066.

"We've taken the ship's bridge but have come under attack from another Acclamator. We are stealing onboard information and abandoning ship. In fact, I need to be leaving now."

"Very well," Tuuk was content with the results.

* * *

"What is going on? Those Separatist ships are attacking each other," a Republic captain asked.

"Maybe that one is trying to switch sides. See, it looks like it's trying to escape from the others."

"Lets help them out then."

The Republic ships were in for a surprise when Pundar ordered them to be destroyed. The pirate ships blasted right threw the Republic vessels. By the time the Republic Navy realized what was going on, most of their ships sent to aid Pundar were destroyed or disabled.

* * *

The armored MTTs were able to blow right by the GAR walkers and head straight into the city. When the battle droid army broke into the city they learned that the GAR had forced the locals to evacuate. Either way it didn't matter to OOM-9, except now the Confederacy wouldn't have to deal with fallout from a city of dead CIS civilians.

The AT-RTs roaming the city were unable to damage the MTTs as the large transports made slowly made their way toward the Republic's artillery guns. The clone infantry armed with rocket launchers proved to more of a threat, forcing some of the troop transports to unload their contents to defend the CIS vehicles.

GD-79, Katen, Zako, and a squad of battle droids exited from the rear hatch of a brown MTT while 3B3-888 and SSA-719 exited from a nearby gray and blue MTT. Katen caught sight of an important target. "Jedi!" she pointed her pistol and fired. The cloaked individual took cover behind a building and was out of sight.

"You and GD-79 get that Jedi, we'll handle the rest," Zako ordered.

* * *

High in the sky, as the E-STAPs and gunship bombers tried to shoot each other down, they also occasionally dropped bombs down on the armies below. KJZ-8267's E-STAP managed to get behind a trio of gunship bombers. The droid pilot fired upon his enemies but the clone pilots did not break formation. Fluidly, they made a synchronized wide turn in an attempt to elude their pursuer.

It was a terrible, half-assed attempt and KJZ-8267 knew the clone pilots were capable of something better but realized their lackluster effort was due to the fact they thought very little of his ability to shoot them down.

Determined to prove them wrong, KJZ-8267 kept behind them and shot the leader down after they finished their turn. The droid's accuracy and the loss of their boss must have confused the clone pilots, as they both turned to break formation. However, each pilot not knowing what the other was going to do, the bombers turned towards each other, smashed together and tumbled out of the sky.

KJZ-8267 then made a sharp turn and unload a series of proton bombs on top of a trio of TX-130 fighter tanks. All the tanks survived the bombing run, albeit with major damage. The newly sustained injuries allowed a homing spider droid paired with two dwarf spider droids to easily finish them off.

* * *

The battle was going so well OOM-9's AAT left to invade the city streets, leaving EEK-176 to lead the battle on the plains.

After receiving reports of how the battle was going OOM-9 formulated a plan. OOM-9 contacted Zako and ordered him to have the clones pushed towards the east of the city. OOM-9 hoped to bottle up the clones on one side of the city and let his bomber squadron blast them into oblivion.

Zako's army attempted to follow through with their orders, but the clones were stubborn and refused to give ground. After Commander Zako informed OOM-9 of his failure, the droid general changed his plans.

OOM-9's small group moved in closer to the main city battle. "Plant detonation packs on the interior of the southeastern wall," OOM-9 ordered. The sounds of the nearby firefight were growing closer.

Major Katen and GD-79 were finally able to catch up to the human Jedi that had been eluding them ever since they went after him. "You run good, but can you fight?" Katen taunted the Jedi.

GD-79 went in first, taking slow, but thundering steps towards the Jedi. The grapple droid lifted up his arms to shoulder height and started spinning his torso. B1 grapple droids were capable of spinning their torso independently of their lower half, enabling them to walk while spinning their clawed arms at a great speed. It made for a dangerous attack. GD-79's spinning claws made contact with the Jedi's blue lightsaber. The Jedi was forced to parry several strikes, but the droid kept coming and eventually landed a blow, knock the Jedi to the ground.

Katen moved in to crush his neck with her electrostaff, but the Jedi rolled out of the way just in time. Twirling her staff, Katen stuck at the Jedi three more times, but the Jedi evaded the first two strikes and blocked the third.

The Jedi began his attack but interrupted by GD-79 jumping back in the fight. GD-79 attacked with a right jab and a left hook, but couldn't connect with the Jedi. The grapple droid then tried stomping on the Jedi's foot, but the slippery human still managed to evade his attack.

SSA-719 and Zako saw the fight. "I'll go help, you take care of the clones," Zako instructed.

"Roger roger."

Zako activated his war-axe and came running in. The Jedi felt the presence of a new attacker and was able to turn and defend against the new threat.

"Don't let them take the high ground! Don't let them take the high ground!" SSA-719 yelled to his troops. It was too late, the clone managed to set up three EWHB-12 heavy repeating blasters, with the optional seat attachment. The three clones sat in comfort as they blasted battle droids from a superior firing position.

SSA-719 fired upon the gunners with his E-6 blaster rifle, the CIS equivalent of the DC-15A blaster rifle. The E-6 was basically an elongated E-5, with marginally increased power. The weapon was more accurate than the E-5 at longer ranges, but the differences ended there. The Trade Federation had used them in limited quantities during the Battle of Naboo and afterwards, but the cost prohibited them from widespread use in the battle droid armies. Even OOM-9, who did his best to keep his troops ship shape, still preferred the E-5 over the E-6.

"We need to get rid of those turrets," 3B3-888 declared as he took cover behind a fountain where SSA-719 hid.

"I'm aware of the situation Sergeant." SSA-719 activated a V-1 thermal detonator and tossed it at the EWHB repeaters. The clones saw the grenade coming their way, but it took them time to get out of their seats. Before the clones could get away, they were caught in the explosion.

OOM-9 appeared with a small amount of reinforcements. But it was OOM-9's AAT that was the biggest help. Increased fire from more battle droids and the tank forced the Jedi to break off his fight with Katen and Zako to rejoin his overwhelmed clone troopers.

"Push them against the wall," OOM-9 ordered. When the Jedi and his clones were close enough OOM-9 activated the detpack and the walls caved in on top of the Jedi and clone defenders.

Just as the finished up the last of the clone stragglers, a new wave of troopers attacked. The new GAR attack group included clone personal walkers, scout walkers, and AT-RTs.

"They're throwing everything at us except the fresher," Zako complained over the roar of the firefight.

"Come on boys, let show these clones the color of their blood!" Katen exclaimed.

OOM-9's tank was the walkers' primary target. The AAT was disabled after a few intense exchanges of firepower. OOM-9 abandoned his tank and used his E-5's shotgun feature on the nearest group of clones. Dwarf spider droids began to destroy the clone personal walkers.

"Over there!" 3B3-888 noticed another Jedi. A pair of destroyer droids rolled after the Jedi.

SSA-719 shot a clone off an AT-RT. GD-79 knocked the empty walker over and ripped off one of its legs. Using the mechanical leg as a spear, the grapple droid drove the clawed-foot end into the cockpit of a clone scout walker.

Soon the city streets were silent again, and 3B3-888 was nowhere to be seen, and the Jedi he spotted was gone as well. "We better find the Sergeant before the Jedi destroys him," SSA-719 said.

"I'm getting too old for this," Zako complained.

"You're only twenty-eight, quite complaining. Wait, we're the same age….you called me old!" Katen accused Zako.

"I did not!"

"Yeah you did… jerk."

"I never said anything of the sort, you must be getting feeble minded in your old age."

"You are messing with me!"

"Enough of your chattering," OOM-9 commanded.

"But Karl called me old!" Katen protested.

"You are old Ashley, your sixteen years older than I am," OOM-9 said.

"And the other droids too," Zako added.

"I said enough Commander! One more word and you'll find yourself at the head of the next assault, without a tank!" Even though OOM-9 was joking and Zako knew it, the CIS officer still shut his mouth. Zako could tell OOM-9 was speaking with more inflection in his voice and was forming a distinct and recognizable personality since he had functioned for so many years without a memory wipe.

The group set off in the direction of the still operation Republic artillery. OOM-9 assumed the Jedi fell back to protect the cannons, and that 3B3-888 must have followed him.

The CIS group did not have to travel far, and there were few clones to impede their progress.

"There they are!" a B2 announced.

3B3-888 leveled his radiation launcher at the Tiss'shar Jedi. The battle droid let loose a green grenade and the Jedi swiftly move his lightsaber to deflect the attack—except the grenade detonated upon contact with the lightsaber blade. The blast knocked the Jedi to the ground, toxic chemicals splashed over his face and upper body. The Tiss'shar frantically scratched at his face, as if he stood a chance at removing the burning chemicals with his bare hands. All the Jedi managed to do was claw the skin right off his face.

GD-79 grabbed the melting Jedi by the throat and hurled him into a squad of clone troopers. Momentarily stunned the clones didn't fire on GD-79 as he closed in on the clones and started stomping them to death. The first two had their heads stomped on and their craniums exploded as if they were grenades. The third had his hand flattened and the fourth's back was broken under the weight of GD-79's metal foot.

GD-79 grabbed the final clone and lifted him into the air. The droid snapped the clone in half at the torso. Tendons, muscle, and bone snapped so easily in the droid's mighty metal grasp.

The battle droids ran right up to the AV-7 anti-vehicle cannons and shot their operators.

* * *

**Author's Note:** The planet Chorax first appeared in the book _Star Wars: Rogue Squadron_. Chorax also appeared in the video game Star Wars: Rogue Squadron.

The E-6 blaster rifle first appeared in the computer game Star Wars: Galactic Battlegrounds, though it was unnamed. The designation E-6 is just what I chose to call the weapon as it looked to be an obvious step up from the E-5 blaster rifle. The E-6 was used by the Trade Federation's battle droid 'trooper' class (the basic infantry classes being: trooper recruits, troopers, heavy troopers, and repeater troopers). The weapon had a cool design and it seemed wrong to let it go to waste so I added it in the CIS arsenal.


	9. Battle of Reytha

**Chapter 9: Battle of Reytha**

OOM-9 and Lok Durd's forces finally coalesced at the rendezvous point. The two generals met face-to-face to plan their battle strategy.

"If we want to defeat our enemy we must think like our enemy," General Durd stated. The portly Neimoidian looked over at the spindly command droid.

"I don't think I can decrease my cognitive abilities that low," OOM-9 said.

"Yes, I see how that would be difficult," Lok Durd agreed with OOM-9's semi-serious statement. "Perhaps Commander Zako could aid us in this task." OOM-9 complied and called the human commander over to the two generals.

"We are trying to figure out how the clones think, any insights Commander?" OOM-9 asked.

"Why do you think I'd be of any help?"

"You're the same species as the clone troopers are you not?" Durd asked.

"I am not the same species as those disgusting creatures!"

"You're closer than any of us," Durd said. "Any insight on what they are thinking?"

Zako paused for a moment, then answered his superior, "well, if I were in their boots I'd send a diversionary force to attack from the plains while having anther group come through the hills to cut across from the side."

"They'd cut their attack power in half and lose both fights," Lok Durd said.

"The clones have an overly high opinion of themselves, and the Jedi are even more guilty of hubris. They believe that they can pull it off."

"The clones' battle skills are less pronounced on an open battlefield, we should divert some legions to block the flankers," OOM-9 said.

"Would the droids be able to hold off the diversionary clones in reduced numbers?" Lok Durd asked.

"The bio cannons should even the odds in our favor," OOM-9 motioned with his hand to the direction where the large artillery droids were.

"Very good. You lead the defenses on the plains while I guard against the flankers from the hills," Durd said.

"Would you like my best commander, EEK-176, to assist you?"

"If that doesn't decrease your fighting power, I will gladly accept his assistance."

"All right, he's with you then." OOM-9 contacted EEK-176 and informed the droid commander of the update.

"Hopefully destroying the clone army does not prove too boring," Durd remarked. OOM-9 thought about suggesting that Lok Durd engage in battle personally if he felt he might be bored, but decided against it as the Neimoidian might misconstrue his advice and take offense. So OOM-9 kept quiet, but silently transmitted the notion to EEK-176, who thought the prospect of the heavy-set Neimoidian actually fighting to be quite humorous.

* * *

The clone army did not disappoint, and marched on the droid army's position in divided attack groups. "Just as Commander Zako predicted," OOM-9 stated as he looked through his electrobinoculars.

The main Republic attack group consisted of AT-TEs and SPHA-Vs. The CIS counter was homing spider droids, bio cannons, and GATs.

The ground armored tanks proved easy prey for the AT-TEs. But while the Republic walkers blasted the CIS tanks, the spider droids cut down the all terrain tactical enforcers.

The obligatory masses of clone and droid infantry started to march toward each other and their mutually assured destruction, but were still quite a ways from each other in terms of distance.

The SPHA-Vs were actually doing well against the bio cannons. After losing three of the artillery droids OOM-9 made a decision.

"Bio cannons, fall back," OOM-9 ordered the artillery droids. The bio cannons curled up into ball mode and rolled away in reverse.

OOM-9 handed his electrobinoculars to a PK droid and grabbed an E-5s sniper rifle. The droid general started sniping clone infantry, guided by their convenient rank-based color-coded system. OOM-9 started shooting the yellow marked clone commanders and worked his way down the chain-of-command.

A yellow GAT actually managed to survive the frontal assault and got behind the Republic's walkers. The tank started firing on them from behind, only to be destroyed by the AT-TEs' butt cannons. OOM-9 knew he shouldn't have expected the lightly armored tanks to do well against the walkers, but he was still disappointed in their poor performance nonetheless.

* * *

Lok Durd viewed the approaching clone forces from the hills. "Infantry, prepare to charge," he said from the safety of his light gray and blue AAT.

"Clone commandos!" Durd's command droid in the neighboring AAT yelled.

"Blast them!" Durd ordered.

The AATs were unable to hit the commandos as the troopers took cover amongst the attacking battle droids.

EEK-176, who was amongst the infantry turned to the B1 grapple droid GD-79.

"GD-79, charge through them!" the command droid ordered the larger grapple droid. The large gray droid complied and ran straight through the group of commandos, knocking them all over. Once GD-79 was clear, EEK-176 threw at thermal detonator in the midst of the commandos. The explosive only managed to strip the clones of their shield generators. EEK-176 and a group of B1s and B2s then proceeded to blast the shield-less commandos.

Durd ordered in hailfire droids to deal with the enemy's small fighter tank escort. The mobile fighter tanks were able to avoid a great deal of the purple missiles, but couldn't avoid them all. The hailfire droids rolled through, and the surviving fighter tanks turned to pursue them. Turning their back to the droid army was a mistake, as Durd's dwarf spider droids and AATs blasted their vulnerable backsides.

* * *

Among the infantry masses on the plains were 3B3-888 and the dwarf spider droid DSD-08. The B1 hid behind the spider droid when a flurry of blaster bolts came his way. 3B3-888 chucked a V-1 thermal detonator at his attackers and a few seconds later a trio of clones flew up in the air, caught in the explosion. DSD-08 warbled his irritation at being used as a shield for the battle droid sergeant. The spider droid then proceeded to blast a clone trooper with a charged shot. The powerful charged attack was meant to be used against vehicles, so when used against infantry, it tended to blow them into tiny pieces.

OOM-9 ordered his mounted beetle trooper brigade to attack. The brown kag beetle troopers were capable of flight, unlike their successors, the heavy and advanced beetle troopers. The beetle troopers flew right over the infantry invested battlefield to land on the AT-TEs and SPHA-Vs. The pilot droid riders were armed with acid guns and started burning off the vehicles' turrets and cannons.

* * *

Republic gunships had then decided to enter the battle. OOM-9 called up KJZ-8267's awaiting bomber squadron to deal with the enemy aircraft. "We'll neutralize them," KJZ-8267 answered the call to action. The E-STAP starbombers were much faster than the LAAT gunships and were quickly shooting them out of the sky.

KJZ-8267 positioned his own bomber right above a LAAT and dropped a proton bomb. The blue bomb hit the gunship, instantly destroying it.

* * *

"Sir, the clone army is in full retreat," a red B1 battle droid informed OOM-9.

"After them, send the STAPs and speeder platforms, don't let any escape," OOM-9 commanded. SSA-719, riding a STAP-2, led the cleanup pursuit.

"Sir, high priority message from General Grievous," a brown B1 battle droid handed OOM-9 an imagecaster.

A small, blue figure of the cyborg general appeared from the circular device. "Droid, you are to mobilize your army and assist me in invading the planet Reytha immediately," the Kaleesh ordered.

"My forces are already deployed to assist General Durd on Chorax. It will take time to reload for Reytha."

"I care not about your insignificant skirmish or petty excuses. You will depart immediately. Count Dooku requests you for this mission and Gunray demands your attendance," Grievous voice was tinged with distaste at the mention of the Viceroy's name.

"If the great General Grievous is leading the assault of Reytha, why does Count Dooku require my services at this inopportune time?"

"The Count is accompanying me on this mission, talk with him yourself," the cyborg said.

The image of Grievous dissipated and OOM-9 contacted the Head of State of the CIS.

"Count Dooku, I am sorry to interrupt your busy schedule but I have an important matter that needs to be resolved."

"What is it General?" Dooku asked with a patient tone in his voice, a stark contrast to General Grievous.

"I have made numerous requests to be given time to deal with the listening post on Kalaan, but I am continually delayed and there are no free units to undertake the mission in my place. The longer that station is in operation the worse off the Confederacy will be. At the rate I'm going, I won't have enough functional droids to destroy the station. I do not have enough time between missions to properly repair and re-stock my troops. I need more droids."

"Once the attack on Reytha is complete you may deal with Kalaan. Other than that, I can only assure you with what you already know. All droids produced at the factories at the Eos and Zalost systems will go towards your armies. For now, I require your assistance in taking Reytha. Viceroy Gunray and Emir Tambor will also be present, which is why I want you there to make sure they are kept safe." Dooku's image faded.

OOM-9 contacted EEK-176 and his other top officers. "Pack it up, we've been assigned a new mission." OOM-9 was having fun sniping clones, and really wasn't in the mood to pack up so quickly, but the droid would never disobey a direct order from Count Dooku.

EEK-176 privately contacted OOM-9. "What's going on General? The battle here isn't complete yet."

"We are to assist Dooku, Grievous, Gunray, and Tambor in invading Reytha."

"An odd move to place so many important figures into one battle," EEK-176 commented.

"I agree, it could potentially be disastrous, but we have no choice in the matter." OOM-9 turned to a nearby command battle droid. "Inform General Durd of these recent updates."

"Roger roger."

* * *

Once OOM-9 and the others were back in orbit on the _Magna Musai_, the droid general explained to his subordinates that they were setting out for Reytha.

"This is an odd move. What value does Reytha have?" Katen asked.

"It is a Republic agriworld known for exporting muji fruit and Reythan berries. The local population is seemingly loyal to the Republic. Also, about three weeks ago, a group of civilian Separatist sympathizers attempted to poison the food supply. They were thwarted, their leader was executed and the rest imprisoned. The planetary government wanted them to serve their sentences on Reytha so they are still held captive there," KJZ-8267 read the report from a datapad.

"Burning their crops and freeing a handful of prisoners does not warrant the combined leadership abilities of Count Dooku, General Grievous, Viceroy Gunray, and Emir Tambor," EEK-176 stated.

"Those are our objectives though," OOM-8 informed the group.

"And what are the others doing?" SSA-719 asked.

"They didn't say."

The display screen activated and OOM-9 addressed the command battle droid left in charge of the _Scrapyard_. "Z23-Y75, I am taking the _Magna Musai_, _Komusai_, _Kuzack_ and _Executioner_ for attacking the planet Reytha. I am leaving you in charge of the cleanup operations on Chorax."

"Roger roger."

* * *

Count Dooku, General Grievous, Nute Gunray, and Wat Tambor stood on the bridge of a Munificent star frigate. All four of the Separatist leaders were staring out the viewports to view the space battle. Grievous had little trouble in defeating a couple of Acclamator assault ships.

"This battle bores me," the cyborg declared. And the Kaleesh was correct, it was a by-the-numbers space sortie. Send double the number of droid starfighters to swarm the V-19 Torrent fighters and have the Banking Clan frigates use their Prow heavy turbolaser cannons against the Acclamators. So little skill was needed in executing such a simple battle plan that Grievous believed even the cowardly Nute Gunray could have carried it out competently, had the Viceroy been in command. The Kaleesh cyborg and the Neimoidian didn't get alone, but both kept civil while in the presence of Count Dooku.

* * *

OOM-9's droid control ship and three Banking Clan frigate escorts exited out of hyperspace. The 8th Fleet was a considerable distance away from Grievous' space fleet. However, there were a few Consular cruisers and Pelta frigates nearby, but the Republic ships chose not the actively engage the superior Separatist fleet.

Scores of Vultures, Scarabs, and E-STAPs exited from the droid control ships to protect the C-9979 landing craft and vehicle armored carriers that ferried ground forces down to the planet. The entire operation was going so smoothly one might think they were landing on a Separatist homeworld rather than a critical Republic food planet.

In the upper atmosphere, gunship fighters tracked the transports all the way down to the ground. The enemy aircraft never engaged; OOM-9 knew their mission was to report the droids' location.

"Shall we engage the enemy General?" KJZ-8267 asked. The pilot droid was once again flying an E-STAP starbomber.

"No, let them follow our movements. We will lead them to us and then crush them. It will be far faster than scouring the planet for their defensive troops."

Reytha was a highly productive agriworld. It had microclimates that ensured an ideal growing season for the entire year. The planet was mainly composed of fields but the Montrosa Islands were a point of interest, which was where Grievous was landing his forces.

The GAR had sent A5-RX battle tanks after OOM-9's ground forces. However the battle tanks were no match for OOM-9's hailfire droids. The hailfire droids were faster and had more potent missiles than the A5-RXs. The big wheeled droids' STAP and AST escorts weren't even required to fire on the failing enemy tanks.

OOM-9's army continued its monitored march toward a small village and agricultural processing center.

The hailfire droids obliterated the clone scout walkers while armored tank droids dealt with the clone personal walkers. The legions of B1s, B2s, and dwarf spider droids far outnumbered the clone troopers.

The clone infantry were quickly forced to take cover in the village. OOM-9 had no qualms about ordering his HAGs to fire on the civilian settlements. Blasting the residential buildings to pieces forced the clones to fall back to the agriculture center. The civilians were left to defend themselves and most chose to run away from the area, which turned out to be the best course of action since the droids didn't follow them.

* * *

KJZ-8267 and his squadron of E-STAPs had already started a bombing run on the food production facilities. Despite the clones' bad position they were dealing moderate damaged to OOM-9's infantry.

"Sir, their numbers seem to be thinning. Perhaps the Grand Army of the Republic is running out of clone troopers for us to kill?" EEK-176 said.

"Its possible. The number of clones we encountered at Koru Neimoidia and Kile II were much higher than what we're facing now. But its probably too early to tell at this point," OOM-9 responded.

"These clones are fighting better than previous ones," 3B3-888 reported.

"Yes they keep improving," OOM-9 admitted.

"How can these clones be better if they've spent all their time protecting Reytha?" Katen asked.

"They probably put the clones on rotations between guard duty and invasion forces. Such an important agriworld would likely be guarded by more experienced clones," OOM-9 answered.

Scouts reported the locations of other agricultural centers to the droid control ship in orbit, which then relayed the information to OOM-9, who gave instructions to his officers. "Commander Zako, Major Katen, who two are to split off from the main group and destroy these additional facilities. I am taking the main force to attack the capital city of Yeere."

At OOM-9's request, OOM-8 was called down to the planet to oversee the pilfering and loading of food up to the 8th Fleet in orbit. "Commander OOM-8, you are to take what we can hold on our capital ships and destroy the rest. And make sure you collect our fallen droid forces. I do not believe we will be spending much time on this planet and I don't want to leave anyone behind."

"Roger roger," OOM-9's predecessor answered.

For the sake of speed and efficiency, Trade Federation dropships came to pick up the ground forces and ferried them to their separate destinations.

* * *

The Belbullab-22 starfighter of General Grievous, _Soulless One_, was flying through the sky, barrel rolling out of the way of incoming V-19 Torrent starfighters. General Grievous believed Count Dooku was perfectly capable of piloting a combat starfighter, yet the Sith Lord continually chose to ride in his solar sailer. The cyborg was not happy having to escort the weaponless sloop down to the surface of the planet.

The Vulture droids were performing well against the Torrent fighters. The atmospheric battle had a nice steady pace, and Grievous was pleased that he didn't have to pick up the slack for his droid troops for once. It was as if the droid fighters knew the importance of the mission and were flying better on purpose. The Torrents continued to fall out of the sky like ugly birds.

Once Dooku's solar sailer landed a few of the Vulture droids followed suit and touched down in walker mode, clearing away any clone troopers that might have had a shot at the parked sloop. Dooku himself didn't need the protection, the Sith Lord came running out the ship to the nearest clone trooper and sliced him up the middle.

* * *

Zako and SSA-719's group reached their target destination. However, defensive turrets forced the Trade Federation dropships to land further away from the target site than Zako would have liked. "Remember not to destroy the facility, OOM-8 may be by later to pick up the spoils of battle," SSA-719 said.

"Right, targeting combat units only," Zako replied. AATs, GATs, dwarf spider droids, and homing spider droids left the ships and began their slow march against the GAR's turrets.

Zako drove a gray and blue GAT while SSA-719 piloted a red heavy artillery gun. Their main opponents were clone personal and scout walkers, which put up an ineffective resistance. Zako was able to take care of most of the scout walkers himself, using his mobile tank to circle around the clone walkers until he wore down their light armor and destroyed them. The dwarf spider droids were instrumental in rooting out a few hidden clone grenadiers that tried to perform sneak attacks against the HAGs.

The CIS artillery vehicles reached the turrets unscathed and were easily able to bombard them into dust. SSA-719 felt secure enough in the battle to drive his HAG up first, even soaking up some hits before the turrets were silenced.

A half dozen MTTs unloaded battle droids and droidekas to capture the interior of the facility.

* * *

Katen and 3B3-888's group struck with lightning speed, using primarily hailfire droids and NR-N99 droid tanks. The large MTTs moved in at top speed and unloaded their troops with all possible haste. The reckless speed with which the CIS battle group moved caught the clones at a disadvantage. The few fighter tanks the Republic had were swiftly destroyed.

The clone troopers began to fall back to the interior of their building. A trio of droidekas rolled out to halt the clones' retreat. However, two were targeted and destroyed before they completed their transformation into attack mode.

The sole surviving droideka let loose a firestorm of red laser blasts to punish the clones for their transgressions. 3B3-888 and a squad of battle droids were rushing to catch up to the destroyer droid. The clones ran up the stairs, hoping the destroyer would follow them.

With great difficulty, the droideka slowly made it's way up the stairs. The boldly stupid move surprised the clone troopers, who never really believed that their little trick would work. They guessed the destroyer would make way and allow the B1s to transcend the stairs first, but the three-legged droid continued straight after them without thinking. The droidekas were slow and clumsy when trying to ascend stairs and clone troopers all over the galaxy used that fault to their advantage. The concentrated fire from the clones on the landing proved to be too much and the destroyer droid fell limp. 3B3-888 knocked the dead droid out of his way, the metal corpse falling off the stairs. 3B3-888 put a blaster bolt through the head of one clone and through the chest of another. The other clones moved away from the stairs and started chucking thermal detonators down at the advancing droids.

3B3-888 made it pass the gauntlet of explosives and attacked the rest of the clones once he reached the landing where they were nesting. A few frantic shots later and the B1 sergeant was the only one left standing. 3B3-888 was disappointed in the performance of his B1 squad. He picked up a decapitated head from one of his B1 comrades. "When this battle's over and you're put back together again we're going to do some target practice," 3B3-888 told the disembodied head he held in his hand.

"Yes sir," the head replied.

* * *

OOM-8 was surprised at how fast he was able to collect Reytha's food stores. The planet was so efficient; all it took was some rewiring of a few overseer droids to have the Republic worker droids load the food up for them. This freed up OOM-8's PK and OX9 droids to focus on collecting the remains of fallen battle droids. OOM-8 even sent groups of the CIS worker droids up ahead to Zako's position, and was soon to send a group over to collect Katen's fallen droids.

* * *

OOM-9's AAT stood still as the general viewed the battle through his electrobinoculars. OOM-9 was paying particular attention to EEK-176, who had brought a ZGD gatling gun with him to the fight.

The ZGD was a deadly weapon developed by Dr. Gatling Quartz over a decade ago. OOM-9 had a few of the weapons during the invasion and occupation of Naboo. Back then, the ZGD was so valuable that OOM-9 only entrusted heavy battle droids to use them. He didn't want that deadly weapon to fall into the hands of Naboo's security forces. Heavy battle droids were no longer produced, and there were few ZGDs left. If there was anyone OOM-9 could trust to wield a ZGD, it was EEK-176.

The ZGD gatling gun had five barrels and required no time to warm up before firing, unlike it's Republic counterpart, the Z-6 rotary blaster cannon. The difference in power was obvious, especially as OOM-9 watched EEK-176 cut down a clone that happened to be wielding a Z-6. A maelstrom of red lasers cut the clone to bloody pieces before the Z-6 even had a chance to fire.

OOM-9 turned his attention back to the larger battle, which was going in his favor. The tank droids were rolling over enemy infantry while spider droids blasted the vehicles. And of course, the HAGs dealt with the turrets.

OOM-9 was contacted by OOM-8. "General, the ships are stuffed with foodstuffs. We need to halt our food intake or there will be no room for our troops to board the ships."

"Very good. Begin destroying the rest, I want this planet to starve," OOM-9 commanded.

"Roger roger."

* * *

General Grievous landed his starfighter near Dooku's solar sailer. The battle in the sky had become uninteresting as the Republic ships continued to fall and fail miserably. Grievous decided to pit his lightsaber skills against Dooku's in the form of an unofficial contest to see who could slice up the most clone troopers.

Four clone jet troopers decided to spoil the Kaleesh's fun. They fired EMP launchers, something Grievous couldn't easily defend against, forcing the cyborg to back off.

Dooku gripped one of the flying clones with the Force, and then rammed the makeshift missile into the other airborne clones. Once they were all swatted out of the sky, Dooku let a smile of satisfaction cross his face.

* * *

"We don't have enough time to destroy all their food stores," OOM-8 informed OOM-9. Flame battle droids around OOM-8 were busy burning everything they could.

"Perhaps Dr. Quartz could assist us in this matter. Get him down here immediately."

Dr. Quartz hadn't planned on fighting. Now that Quartz knew he had to directly participate in the Battle of Reytha, the Skakoan would have preferred to have been left behind on Chorax with Z23-Y75. Rather than entrust his luck to a shuttle, the doctor flew down to the planet in his own personal Belbullab-22 starfighter. The starfighter was painted black but was starting to show signs of rust. Dr. Quartz's escort comprised of a squadron of Scarabs followed by a horde of hunter-seekers, the Skakoan didn't trust his flying skills alone to keep him alive.

* * *

"We've found the prison General," a STAP mounted pilot droid informed OOM-9.

"Send in the marines! I want those prisoners rescued alive." OOM-9 also ordered his tank brigades to press the attack to keep any extra pressure off the rescue team. AATs, GATs, and tank droids had more trouble with the clone infantry than the enemy vehicles. A few additional droidekas into the fight helped put the clone soldiers down.

Within ten minutes the droid marines were exiting the prison guarding the CIS sympathizers.

"I see only five prisoners, where is the sixth?" OOM-9 asked the lead marine battle droid.

"The prisoners say he committed suicide in his cell a few days ago."

* * *

Quartz's fighter touched down in the city Yeere. The Skakoan doctor was met by EEK-176. "We need your assistance in killing the planet's food supply."

"Yes, yes, I already know that," the doctor adjusted the settings on his pressure suit.

"General OOM-9 thinks there might be a central control complex for the whole planet somewhere in Yeere."

"A logical assumption," Quartz agreed. "And I trust you're here to make sure I'm not killed?"

"That is correct. Now if you would walk this way," EEK-176 motioned to a nearby gray and blue MTT, "we can make our way to the administrative building."

* * *

SSA-719 had to maintain a healthy trot in order to keep pace with the large, long legged plasma battle droids. The green marked droids were clearing up the last of the clone resistance.

The gargantuan droids were blasting clone troopers. One was brave enough that he ran right up to the plasmas, but was swiftly kicked out of the way but one of the large droids. Zako and SSA-719's group had to deal with clones that recently arrived via RTTs, slowing their progress.

* * *

"Hmmmm, call Wat Tambor and see if he is available. I could use some assistance," Quartz said as he studied the computer readouts. "Of course I could do this on my own but it will go faster with some competent help."

"Yes, Doctor," EEK-176 replied as he turned and left the control room.

* * *

The city of Yeere was getting an extra dose of battle droids as Katen's troops began landing on the outskirts. Dropships and Neimoidian transports released the droid infantry while VACs unleashed the vehicles.

Katen and 3B3-888 walked out with their infantry soldiers. "A fine day and a great battle," Katen said with a smile on her face.

"Sorry to dampen your mood Major, but OOM-9 wants you to take over operations in Yeere," 3B3-888 responded.

"Why me?"

"Zako's not here yet. That's the price you pay for finishing off your clones so quickly."

"Why can't you do it?" Katen grumbled.

"I'm just a Sergeant."

Katen groaned. She felt more inclined to fight than fulfill a large leadership role. "And where is General OOM-9 going?"

"To meet up with General Grievous and Count Dooku."

"Lovely," Katen grumbled. "Because all three of them just have to participate in the exact same fight."

"OOM-9 does want to see Grievous' abilities for himself," 3B3-888 answered. "Doesn't hurt to study the competition."

"Oh please, as if Grievous stands a chance. He can barely survive a shuttle ride," Katen remarked, aware of what had happened to the Kaleesh.

* * *

Protected by two super battle droids, the Foreman of the Techno Union entered the control room. "Ah, Emir Tambor, it is a pleasure to see you again," Quartz said.

"Yes, likewise," Wat replied. "What is it you would have me do Doctor?"

"Take a trip back to a time when you were still an engineer. I was thinking we could slave rig the planet's worker droids to poison the food supply."

"Have it all worked out do you?"

"Not entirely."

"And if I didn't take the bureaucratic leaderships positions you might have been stuck with them," Tambor replied to Quartz's comment about him not being a true engineer anymore.

* * *

Zako moved toward SSA-719. "We need to hurry up, Major Katen requests our assistance at Yeere."

"She'll have to wait, enemy gunships are inbound and I'm sure they're carrying clone infantry with them." SSA-719 turned to the squad of baron battle droids. "Open fire!" The orange colored droids let loose their anti-air missiles at the incoming LAATs.

* * *

A group of clone troopers broke into the command room where Tambor and Quartz were holed up. The battle droids and super battle droids put up an inadequate defense and were being beaten back.

"I'm too intelligent to die!" Quartz wildly fired his gatling gauntlet at the clone troopers. Wat Tambor ducked behind a computer console and sent out an emergency message.

* * *

"General, Emir Tambor reports that he is under attack," a B2 informed OOM-9.

"No harm can come to the Foreman of the Techno Union. The Count will hold me accountable."

"Don't worry sir, I'll take care of it," EEK-176 promised. OOM-9 originally wanted to bring EEK-176 along with him but decided it was better to make sure the Techno Union Foreman would be safe.

"Very well, I will continue on my own," OOM-9 said. OOM-9's troops started to load onto various air transports when a Republic A-6 Juggernaut appeared. The arrival of the large tank halted the loading procedures.

"Attack, destroy that tank!" OOM-9 declared.

The primary cannons of the AATs swiveled and opened up on the multi-wheeled tank. Hordes of infantry quickly reacted and fired on the Juggernaut, but the small arms fire proved ineffective. A few B1s were carrying BAW E-60R rocket launchers but the purple missiles still didn't stop the turbo tank.

"STAP squad three, attack from above," OOM-9 declared.

The STAPs did as instructed and were able to avoid and attacks from the gigantic tank, but their own firepower wasn't strong enough to penetrate the tough armor. Tank droids surrounded the tank but were as worthless as everything else that challenged the A-6.

KJZ-8267's E-STAP bomber squadron flew in and deployed their plasma bombs against the gargantuan tank. The Juggernaut exploded as the hailstorm green bombs made contact.

"It took us three minutes and fifty-three seconds to destroy that tank. That is unacceptable," OOM-9 declared.

"But we destroyed it with minimal casualties sir," a B2 said.

"Next time we need to do better. We might not always have air support against those things. Load up, we need to get to the Montrosa Islands," OOM-9 ordered.

* * *

EEK-176 ran through the door, gatling gun firing. He quickly took down four clones and Dr. Quartz finished off the remaining two. The command droid was surprised at how long the two Skakoans were able to hold out and at how many clones they managed to kill on their own. "All you fully functional?" EEK-176 asked.

"Oh we're fine, where were you?" Quartz demanded in a frustrated voice.

* * *

LAATs from around the globe converged on the Montrosa Islands to deliver much needed reinforcements. KJZ-8267 noticed the gunships and his squadron bombed the air transports as they tried to unload their troops.

Instead of clone reinforcements, the battlefield was inundated with OOM-9's freshly arrived troops. The TX-130 fighter tanks that were already preoccupied with homing spider droids now had to deal with OOM-9's newly arrived armored tank droids and AATs. The Republic was so hard pressed that they could only spare two gunship fighters to harass OOM-9's air transports, and they were shot down by the C-9979 landing crafts' turret mounted laser cannons.

OOM-9 found another command droid under the control of Grievous' group, who finally downloaded the Separatists' real objective to him. The CIS had come to Reytha to assassinate a turncoat Aqualish technician named Fo Kudu. "Thank you," OOM-9 said, grateful to finally know what was going on.

"You're welcome," the other droid sincerely said. OOM-9 got back in a dark gray and blue AAT and made his way towards the location of Grievous and Dooku.

OOM-9 did not have to travel far. Grievous and Dooku had made their way to an airfield. OOM-9 guessed the GAR was trying to get the Separatist traitor off planet. Various CIS and Republic vehicles were engaged in battle with one another, but none paid any attention to OOM-9's tank.

OOM-9's AAT and it's two AST escorts destroyed a parked Nu attack shuttle. OOM-9 predicted that's where Kudu was heading. OOM-9 got visual confirmation of Dooku and Grievous, who were chasing four Jedi protecting an Aqualish. OOM-9 guessed that Aqualish was Fo Kudu. The command droid abandoned his AAT and went to assist the other two Separatist leaders on foot.

Dooku fried a Jedi Master with his Force Lightning while Grievous held off two others. OOM-9 fired his blaster at the forth Force user, but each shot was deflected. OOM-9 switched to the elite rifle mode, predicting the Jedi didn't have the reflexes to deflect three shots in rapid succession. The droid was correct, but the Jedi merely avoid the attack altogether rather than try to deflect it. As the Jedi got closer OOM-9 again changed his blaster's function and fired a series of shotgun blasts. The last one caught the Jedi in the chest, dropping the robed warrior instantly. Not to be outdone by the others, Grievous quickly tore apart the last two Jedi.

Even without his bodyguards, the traitor didn't plan on giving up. Fo Kudu aimed his pistol at the cyborg. Grievous' armored chest plate absorbed the blast with ease. "You've caused me enough grief." Grievous drew his own pistol and shot the Aqualish technician.

Dying on the ground, Kudu asked Dooku a question. "How…how did you know where I was?"

"My knowledge is beyond your comprehension, pitiful creature." Dooku make a gesture for OOM-9 to finish the technician. OOM-9 dutifully marched over and gave Fo Kudu a shotgun blast in the face.

Dooku turned to OOM-9. "You're free of your obligations General OOM-9. You may attack the listening post on Kalaan at your own discretion."

OOM-9 called Dr. Quartz, who assured the droid that the planet's remaining food stores had been poisoned and made completely useless.

OOM-9 then contacted EEK-176 and OOM-8. "We're done here, it is time for us to depart. Gather up the troops, we don't want to be here when the Republic sends reinforcements to the planet."

* * *

**Author's Note:** The planet Reytha first appeared in the computer game Star Wars: Galactic Battlegrounds. The Montrosa Islands actually exist on the planet.

The ZGD gatling gun first appeared in the computer game Star Wars: Galactic Battlegrounds, though it was unnamed. It was used by the Trade Federation's 'heavy trooper' class. Like with the E-6, it seemed a waste not to use the ZGD so I put it in the Confederacy's arsenal.


	10. Invasion of Mako Woundo

**Chapter 10: Invasion of Mako Woundo **

Five Acclamator assault ships exited out of hyperspace in front of the Separatist-aligned planet Mako Woundo. A world known for its almost never-ending hailstorms. The lead ship was adorned with the red markings of the Republic and the other four had the basic dull gray hulls. A paltry invasion force but their target was no prize either.

And the leader of this small assault group was the highly skilled but obscure Jedi Weapon Master, Obi-wan Jakoby. Despite his successes early in the war, Jakoby was a relative unknown amongst the galaxy's thousands of Jedi.

Young for one to earn the title of Jedi Weapon Master, Jakoby was still dwarfed by the much more famous Obi-wan Kenobi, with whom he shared the same first name. In a galaxy of countless beings, people were bound to share the same name, but unfortunately Jakoby had to share his first name with someone who was highly recognized in much of the galaxy.

Kenobi was one of the Jedi that had started the whole party on Geonosis and already had a long laundry list of renowned accomplishments. Something Jakoby didn't have, and would never have, given the rate at which he was assigned such meager planets to conquer. Jakoby knew a Jedi shouldn't pine for adventure, but the excitement of the war proved to be a rather enjoyable change of pace. His mind was more at ease knowing mostly battle droids were the ones that he slashed to pieces. Plus the war gave him an excellent excuse not to take a Padawan. Jakoby never did have much interest or the patience required in training a pupil.

* * *

Undisturbed in the confines of his meditation room, Obi-wan Jakoby stretched out with his feelings, trying to sense his way around the Force. The mythical reach-around of the cosmos provided Jakoby with some insight. Obi-wan Jakoby turned on the wall-mounted viewscreen and called the ship's captain. "The Separatists' are alerted to our presence, you took the fleet out of hyperspace too close to the system."

"My apologies sir, but I don't think this planet will put up much of a fight even if they know we're here."

"Unless you care to join me on the front lines I will be the judge of their resistance. We have lost a valuable advantage against the Separatists and clones will die as a result. Don't let it happen again," Jakoby warned.

"Yes sir," the captain tried not to look agitated. Obi-wan Jakoby shut the viewscreen off. The Weapon Master was not happy with the way some non-clone Navy personnel treated the clones as somehow less than human. As far as he was concerned, the clones were full humans that should enjoy the same rights and respect that non-clone soldiers enjoyed. Jakoby got up, used the Force to open the doors, and walked out of the meditation room.

As Jakoby made his way to the bridge, he nearly tripped on a MSE mouse droid. "Annoying droid vermin," Jakoby scoffed as he regained his balance. He was lucky no one else was in the hallway at the time. Jakoby would have dreaded looking incompetent in front of his clones.

* * *

Once at the bridge, Obi-wan was given a list of possible targets they could strike. Jakoby was sent to the planet on short notice, and so had no ready-made plans for taking that particular CIS world. An orbital bombardment of Mako Woundo was out of the question as all the planet's cities were far enough underground to be protected by any aerial attack.

Jakoby had chosen to target the underground city of Lovo Undomo. It was a large metropolitan center and the Jedi general planned to hold the city's population hostage in order to force the rest of the planet surrender. An aggressive plan for a Jedi but the clone commanders had no problem with it.

One clone commander suggested destroying the planet's communications and sensor spire in order to cut the Separatist planet off from the rest of the galaxy. "Good strategy, but no, I don't believe anyone is coming to help these fools," Jakoby decided against it, just in case the Republic needed it commandeer it later on.

* * *

Mako Woundo was currently awash in one of its frequent hailstorms. The violent weather forced the Republic to land their Acclamators directly on the planet, as their smaller air transports might not survive the storm.

The space cruisers landed on the planet and released their armored walkers. Hailstones ranging in size from pebbles to womp rats battered the reinforced vehicles. Not one to shy away from operating a vehicle, as some Jedi were, Jakoby personally drove the lead AT-TE.

The hail was so bad a few of the clone scout walkers broke down and were left behind. Their operators were abandoned and stranded, but there was no way they could be rescued without the uttermost certainty that more clones would die in the rescue process.

The surviving GAR walkers reached the unguarded entrance to the underground city and made their way inside. They had to walk through a paved sub-terrain tunnel before they reached the actual city.

Jakoby gave control of his walker to a clone and exited the legged transport with his clone troopers. As the other walkers reached the safety the underground provided, they too released their clone infantry. The clones did not need their helmet floodlights as the tunnel was lit by glowing green stones, though the Republic had no idea what the gems were.

"I wonder if those green things are explosive," Kicker said.

"Don't you dare shoot them," Ace warned the clone commando.

"Remember, local police forces are secondary targets to battle droids!" Jakoby reminded his troops as they entered the outskirts of Lovo Undomo. While Separatist battle droids, especially the B1s, were somewhat of a joke to military personnel, they were certainly more dangerous than any police force. Jakoby allowed himself to be disdainful of the droids' performance as long as it didn't endanger the lives of his soldiers. To underestimate one's opponent was a dangerous thing, even when one's opponent was weaker. The Republic army marched further and further into the city, encountering no resistance whatsoever.

Jakoby then came to a sudden realization. He hadn't felt the presence of any living beings in the city. He was embarrassed that he didn't grasp it sooner. "Other than us, there is no life in this city, the dark side clouds everything," Jakoby tried to cover his own incompetence.

"What's the General talking about?" a clone asked his commander. The clone commander turned to Obi-wan Jakoby. "Sir?"

"The city's empty, its been abandoned!"

"Don't worry sir, we'll just go to the next city to collect our hostages," the commander wasn't as stressed by the situation.

"No, they knew we were coming," Jakoby's face was hidden by his hood. "Droids!" the Jedi yelled.

The clone commander still wasn't worried. "But sir, we haven't found any-" the commander was shot in the head by an unseen sniper. That one shot was the signal for every battle droid hidden in the city to sprout forth and start attacking.

The Jedi Weapon Master activated both his lightsaber and started deflecting blaster bolts. Clones dove for cover wherever they could find it; others opted to return to the safety of the interior of the AT-TEs.

Jakoby's four clone commandos, Ace, Jack, Kicker, and Tai, caught up with their Jedi General. "Sir, we have a bit of a problem," Ace said casually.

"Obviously," Jakoby replied.

At first, a hundred B1 battle droids had swarmed around Obi-wan Jakoby and his clone commandos. Soon the droids' numbers were reduced to eighty. A few fast paced moments later there were fifty. Then thirty. Suddenly less then ten battle droids remained. The last stragglers that weren't busted up retreated and allowed the B2s to descend on the group.

Despite the chaos of battle, Jakoby was aware that the sniper that killed the clone commander hadn't attacked again. As if to answer his question, a sniper bolt collided into Jack. His shields absorbed most of the blow, but he wouldn't survive another hit.

Jakoby noticed that the blast had come from a different direction. The sniper was changing his position to avoid being spotted. But Jakoby was fast, he looked where the shot came from and ran up the side of a building. He couldn't make it all the way to the top, but managed to grab hold of a ledge and then Force jump the rest of the way up.

Sure enough there was a B1 on the roof. The B1 was adorned in a beige-brown camouflage pattern. The battle droid abandoned his E-5s sniper rifle and pulled out an SE-14 blaster pistol. Jakoby deflected four shots and then decapitated the droid.

Jakoby then leaped off the building, and landed on top of a super battle droid. He immediately cut off the droid's right arm, the appendage that housed the built-in wrist blaster. The droid grabbed Jakoby with his left arm and threw the Jedi off. Jakoby rolled as he hit the ground and came up in a defensive stance. The B2 lunged at him but was sliced up the middle by the speedy Jedi.

Jakoby felt a rumble in the floor. He knew it wasn't the usual trembling that accompanied the AT-TEs as they thundered along. It was different. Jakoby turned to Ace. "Homing spider droids. How did they manage to hide those from us?"

"I guess we're not that observant," Ace theorized.

"Yeah, yeah, we'll pay better attention next time. You two mind helping us out here?" Tai asked as he shot at a group of super battle droids.

A trio of droidekas came thundering in. "Rollies inbound!" Tai alerted the others. Jack tossed an EMP grenade and Kicker followed up with a thermal detonator. The effective combination took out the droids before they could completely deploy into attack mode.

More skittering, spindly B1s came in to fortify the declining number of B2s. "More of the same," Ace said as he proceeded to blast one battle droid after another.

Like a fluid wave of energy, Jakoby swept through a large portion of the B1 battle droids. They were so numerous he could slice more than one droid per strike. He cut swaths through their ranks. As their numbers decreased, the B1s became more effective. Jakoby had to travel more as the droids were spaced out greater distances.

One B1 battle droid got in a kneeling position and started firing at Jakoby. It was a mind numbingly simple maneuver, but surprisingly effective. In a kneeling firing position, the droid made itself a smaller target, and the blaster fire Jakoby deflected at the droid simply went over his elongated head. The droid's blaster bolts also came at Jakoby at a lower angle, making them harder to deflect or redirect with his lightsaber. Jakoby finally decided to just Force run over and slice the droid up the hard way.

There was a brief enough pause in the fighting where Jakoby turned around to see how well the rest of his clone army was doing. The rank-and-file clones had fallen back to the walkers, but they were doing well against the droids. Not as well as Jakoby and his commandos, but as good as the Jedi could hope for in such a bad situation. If this kept up, they wouldn't last, and the droids' numbers showed no signs of thinning.

"All units, target the city's support pillars, we'll crush their droid invested city!" Jakoby transmitted his order. An AT-TE destroyed a homing spider droid. The resulting loud explosion of the spiders' death prevented Jakoby from hearing any confirmations from his commanders. The Jedi assumed his command got out to all relevant high-ranking clones.

Jakoby and his clone commandos left the main fighting to head toward one of the city's main support pillars. A few E4 baron droids and B2 battle droids barred their way but they were nothing the group couldn't handle and soon the team reached their target.

Jack and Kicker placed detonation packs at the base of the pillar. Incoming blaster bolts nearly took out Ace and Tai, who were supposed to be on guard duty while the others planted the charges. "Pay attention, they're over there," Jakoby pointed at a trio of dwarf spider droids on the side of a natural cave wall.

"If you knew they were there why didn't you warn us before they nearly took our heads off?" Ace asked Obi-wan Jakoby. The commando knew the spiders had taken the Jedi by surprise as well. Jakoby was never quite sure how one could be so haughty after nearly being killed a second ago. "It never ceases to amaze me how the Kaminoan were never able to breed the smugness out of you, the original must have been really full of himself," Jakoby shot back.

The three dwarf spider droids shot at Jakoby's squad with their charged shot attack. The clones switched to their anti-armor attachment and fired on the droids. Each projectile hit its mark, but none of the droids went down.

The spiders retaliated with their own volley. Tai was hit; his shields stripped in a single blow, the force of the blast knocked him off his feet. Jack and Kicker fired again, this time aiming for the droids' legs. It worked and two spider droids fell off the wall and crashed to the floor.

The last spider droid walked in reverse, going higher up the wall out of the anti-armor's range. The dwarf spider droid fired at Kicker, who dove to avoid the blast. The shot barely hit, knocking out Kicker's shields. The droid swiveled his head and likewise nailed Jack.

Jakoby got a running start and ran up the rock wall. The Jedi sliced off the droids cannon with his lightsaber and fell back down to the ground.

Now weaponless, the spider droid turned around and started crawling back up the wall, far out of their reach. Jakoby saw no need to waste his efforts finished off the now-useless droid and allowed it to escape.

A faraway explosion caught the attention of the commandos. A pillar deep in the city had detonated and came tumbling down. "They beat us!" Jack cried.

"I can't believe the normies got a pillar before we did!" Kicker complained.

"So my regular troops can accomplish an assignment faster than my elite commandos? Perhaps some promotions and demotions are in order," Obi-wan said.

"Sir!" Tai exclaimed.

"Why are we still talking?" Jakoby asked his commandos. "The charges are set, let er rip." Kicker pulled out the remote and set off the charges. At precisely that moment, a group of seven droidekas was rolling in to stop them. The falling debris from the pillar crushed the destroyer droids. "Yeah but did the normies do that when they blew their pillar?" Kicker noted after seeing the droids get squashed.

"They probably did," Jakoby said with a smile. They looked up at the ceiling of the underground city to see that it was infested with dwarf spider droids, and they were firing down on the clone troopers below.

"Things are getting bad," Jakoby said. "I'm going up ahead, don't try to keep pace," Jakoby took off at the speed of the Force. The commandos still chased after their leader, but he soon left them behind. The Jedi knew his regular troops would need his help more than his commandos did.

* * *

A group of AT-TEs managed to concentrate their fire and bring another pillar down before Jakoby met up with a group of regular troopers on their way to plant explosive charges on another pillar.

The clones stopped when they saw their general. "Sir?"

"Don't stop, keep moving," Jakoby ordered as he ran past the clones, activated his lightsabers and started attacking nearby super battle droids.

The clone troopers resumed their march, impeded only by a few pockets of battle droids. Jakoby sliced off the right arm of a B2, gripped the droid with the Force, and threw the super battle droid into another pair of B2s. Another blast rang out; another pillar in the city was destroyed. Jakoby noted it was farther away; the clones he was assisting hadn't reached their pillar yet. Jakoby noted that it seemed that wherever he was not, his clones did better. "The droids must be gravitating towards me," Jakoby said to himself.

A B1 battle droid shot the explosive charge the clone was carrying, detonating it. The premature blast incinerated most of the nearby clone troopers. Jakoby now had no clone support and no charges to blow up the column with. So the Jedi did the logical thing, he activated his lightsaber to cut it himself. The column was thick so Jakoby had to cut slowly. Luckily his commandos finally caught up to him and were able to protect the Jedi from droid attacks as he worked.

The whole ordeal lasted about a minute, but to Jakoby it seemed like a lifetime. He cut all the way through it but the pillar still held in place. So Jakoby gave it a Force push and that sent it tumbling down. With their work finished, the Jedi and his commandos left to go towards of bulk of the main army.

* * *

A clone lieutenant greeted Jakoby when he reached the AT-TEs.

"Sir, should I have the lead walkers begin their retreat?"

"No."

"But sir, they will need time to evacuate. I don't know how much weight the remaining columns can hold. It may all come crashing down on us now," the lieutenant was worried, and rightly so.

"I know, and if they leave now the Separatists will figure out what we're up to. The walkers are too slow; they will have to be abandoned. Walkers can be replaced, their pilots cannot. Tell the rear guard to turn around. Lets hope we can all squeeze into half the AT-TEs we came in with."

Jakoby and his commandos aggressively attacked the droid army while the regular infantry clone troopers escorted the pilots that abandoned their walkers. Soon the entire GAR army was quickly backing out of the city.

There was a great rumbling in Lovo Undomo. The remaining support pillars, though strong, were now too few in number. The dwarf spider droids on the ceiling were trying to skitter away to safety, but the droid army in the city streets had yet to figure out what was going on.

* * *

A B1 battle droid approached a super battle droid commander.

"Sir, the clone army is in full retreat."

"Acknowledged. Begin to…." the B2 commander paused. The droid finally realized what was going on. "The structural integrity of the city's support system is compromised."

"Uh oh," the B1 said as he looked up.

* * *

The clone army had broken into a full run as the vast cavern began to cave in. Various large stones and chunks of dirt fell from the gravelly ceiling. Jakoby brought up the rear, using the Force to guide him in-between the falling rocks of doom. The lead walkers and clone infantry managed to make it to the tunnel right before the city was caved in completely. Dust filled the damp air.

"That was close," Jakoby heard a nearby clone say.

Jakoby and his massive infantry army did manage to all squeeze into the remaining AT-TEs. Jakoby's walker was considerably more cramped than the others, as his commandos' armor was so bulky.

The Republic walkers were able to peacefully make their way to the surface, where they were once again battered by the ferocious hailstorm.

The few clone scout walkers that survived the first odyssey into the hailstorm did not make it back through the return march to the awaiting Acclamators. Even a few AT-TEs broke down this time. Obi-wan Jakoby could have sworn that he lost more clones to the hail than to the droid army.

* * *

**Author's Note:** Mako Woundo is a planet of my own imagination. I tried to think of a single geographic feature planet that Star Wars hasn't done yet. I came up with a planet of near-constant hailstorms. Although I could be wrong and it has already been done before, though no such planet exists to my knowledge.


	11. Infiltration on Kalaan

**Chapter 11: Infiltration on Kalaan **

The space over the planet Chorax had become more crowded as the Lucrehulk battleship, the _Glaciarium_, exited out of hyperspace. The powerful battleship was the newest addition to the 8th Fleet.

OOM-9 was conversing with Dr. Quartz when a droid interrupted them. "General, we've just received a shipment of the new BX-series droid commandos fresh from the factory."

"How odd, they gave you almost nothing to start with, and now they're sending you a new battleship and new droids?" Quartz pondered.

"The _Glaciarium_ is from Zalost's shipyards, it was going to be mine anyway. And I've never been informed of the creation of such commando droids before," the droid general took the datapad from the droid informant, studying the readouts. "Yes brand new droids. Not even field-tested in real combat against clone troops. The Separatist leadership is less generous than you think, Doctor."

"Perhaps the Count considers that your job," Dr. Quartz answered with an open palmed gesture of his hand. Constantly contained in his pressure suit, the Skakoan was accustomed to using hand movements in place of facial expressions. And while such actions would likely be wasted while conversing with battle droids, Dr. Quartz still did it out of habit.

OOM-9 paused for a moment in thought, and then turned from the droid informant back to Quartz, "I still want those special ops battle droids I requested built. And I want them to be perfect, just like the droid who ordered them."

"As you wish, but wouldn't that be redundant?"

"I am not sure of the abilities of these new droids; it may still serve us well to continue with my original plans."

"Shouldn't they be tested in actual combat before you pass judgment on their abilities?"

"I trust that these status reports are accurate, and the commandos will be tested; nevertheless Commander Zako and I had planned the production of my special ops battle droids long before these commandos were built and I am not going to let the designs go to waste."

"The mechanics of your droids are not even finalized, there are still power issues and the problems with the stealth system," Quartz added.

"That is your job Doctor."

"It's going to be extraordinarily expensive…" Quartz trailed off.

"Money does not concern me Doctor. You could throw all the credits in the galaxy into a black hole and I wouldn't care. My primary concern is for my troops and the well being of the Confederacy. I assure you, if my bank account does not cover the tab then Nute Gunray will take care of the rest."

"It's not just money, we'll need uncommon resources, and time."

"If you require resources we don't have then I shall take them by force. I want those droids built," OOM-9 pointed his finger at the Skakoan. "And if you need more time then I suggest you spend your days working in the lab rather than playing with the prisoners in the torture chambers. I'm paying you to build me droids and weapons, I don't need a dungeon master."

"Yes General," Quartz answered. The Skakoan was taken aback by the apparent irritation of the command battle droid. OOM-9 dismissed Dr. Quartz from the bridge.

"EEK-176."

"Yes General OOM-9?"

"What is the status of Kalaan?"

"While it is technically still a member of the Republic, about forty percent of the population supports the Confederate cause. Unfortunately, this information was taken from an old poll as the planetary government has increasingly censored the public. I'm fairly certain that the average citizen doesn't know that their planet is hosting Republic military forces. A direct attack will make us look like the aggressors and we may lose the support of the local populace."

"The planet doesn't have the strength to oppose me. Though it would be in the best interest of our image if they voluntarily joined us. Since Dooku has given me droid commandos to test, then I say we use them. We will take out the listening post with a small strike force. The Kalaanites will never know we were here."

He then looked around the large control room. "Where are my two human officers?"

"They're in the landing bay sir," a pilot droid answered OOM-9.

* * *

"It's finally here, they finally fixed it!" Commander Zako exclaimed as he opened the crate that was just unloaded from a Sheathipede transport shuttle. The content of the container was a complete set of FR-8 shock trooper armor.

Major Katen opened another nearby crate. She pulled out a black and blue KSV-1 combat suit.

"I thought that thing was shredded beyond repair," Zako said when he saw Katen's garment.

"Right, I ordered a new one."

"It took this long to get here? I understand mine took time to fix, but if that's brand new it should have arrived much earlier than mine."

"I had it shipped with your stuff. In order to reduce cost."

"For someone who comes from a wealthy family you sure are cheap."

"That is how one stays wealthy."

A pilot droid approached the two humans, "General OOM-9 wants both of you on the bridge."

"Right," Katen answered.

* * *

Commander OOM-8 transferred over to the _Glaciarium_ to conduct an inspection. Usually such a procedure would be unnecessary on a Separatist vessel, but the battleship had a larger organic crew than usual.

Before the outbreak of the Clone Wars, most Lucrehulk ships typically carried a crew of thirty-five organics on board. Of course the number of organics aboard was always variable, but when the war broke out many ships were completely crewed by battle droids. The _Glaciarium_ had over two hundred humans serving aboard it. Most were engineers or officers, but there were a few combat infantry units.

A squad of twelve CIS shock troopers stood at attention as OOM-8's shuttle touched down in the landing bay. Separatist shock troopers wore FR-8 armor, the same as Zako had just acquired. It was bulky black armor that was aesthetically derived from B1 battle droids. The helmets had a short "snout," similar to the B1 head and beady blue eyes. Basically the armor made the human troopers look like overweight battle droids.

A human CIS officer greeted OOM-8 and escorted him through the major centers of human activity aboard the ship. OOM-8 guessed the officer was native to the Zalost System, since he was not adverse to showing the higher ranked droid respect and seemed not to take if control of the ship was taken away from him. Battle droids enjoyed respect in the Zalost System, so it is no surprise that FR-8 armor was also invented there.

* * *

"We are going to take a small task force to wipe the listening post off Kalaan. We will not be using gigantic armies or causing large explosions this time," OOM-9 told his officers. "Katen and Zako will accompany me down to the planet while EEK-176 will command the fleet from space. We will also be testing the new droid commandos I have been given."

"Are you sure we can rely on these new models?" Zako asked.

"No, that is precisely why I want you and Katen with me."

"Understood sir."

"OOM-8 will command the last remaining cleanup operations on Chorax from the _Glaciarium_. Prepare yourselves, we launch for Kalaan within the hour, that listening post has been in operation long enough."

* * *

The _Scrapyard_, _Magna Musai_, _Komusai_, _Executioner_, and _Enzack_ exited out of hyperspace out of range of Kalaan's sensors. A significant portion of the 8th Fleet considering that the operation was supposed to be small, but OOM-9 wanted them there in case things turned bad. OOM-9 knew that he and his troops were not the best at clandestine operations.

Three Neimoidian transports departed from the fleet and stealthily made their way to the planet. The brown colored ships were smaller than the more common Trade Federation drop ships, but could still carry large amounts of infantry and would be able to slip planet-side unnoticed.

The transports made it through to the atmosphere without incident. Local planetary security was lax, and the Republic wasn't patrolling the area since they were trying to stay hidden from the local populace. Under the cover of night, the three Neimoidian transits flew low and dropped off the attack force. The team was some ways away from the enemy base, but the transports could not bring them in any closer without being detected. OOM-9's infiltration force consisted of beetle troopers, chameleon droids, B1 battle droids, and the new BX droid commandos.

The droid commandos, led by the command droid commando CDC-76, took point on the way to the GAR base. The droids trotted along at a brisk pace, with the goal of completing their mission before dawn. KJZ-8267 led the beetle cavalry with a heavy kag beetle, an upgraded version of the standard kag beetles the other pilot droids were riding. Heavy kag beetles were upgraded with cybernetics that increased durability and connected the bugs to the droid network so they could better follow orders. Heavy beetles also had their natural wings removed and replace with mechanical ones that allowed for faster speed when in flight.

Upon reaching outer perimeter of the base, OOM-9 observed the area through his electrobinoculars and then ordered the chameleon droids to enter stealth mode and survey the Republic base more thoroughly. Once the chameleon droids cataloged the layout of the area and calculated the patrol patterns of the clones OOM-9 ordered Major Katen and the droid commandos to infiltrate the interior of the base, leaving the beetle troopers and B1 battle droids behind.

"We're not going with them?" Zako asked OOM-9 when Katen and the BX droids were out of earshot. Zako felt secure and confident in his armored suit. Unlike the standard CIS shock troops, his helmet's eyes were purple instead of the standard blue. An aesthetic choice allowed a high-ranking officer, like OOM-9's CIS symbols on his shoulder plates, which was originally Zako's idea.

"Patience Commander," OOM-9 answered. "We will get our turn soon enough."

* * *

The stealthy group ran for a door in a gap between the clone patrols. One of the droid commandos forced the locked door open with his fusion cutter and the team was inside. The team moved quickly and quietly through the base.

Katen halted the group when she saw a sign pointing the way to the clone barracks. Their objective was the command center but Katen couldn't resist the chance to kill clones as they slept. The group split into two teams, Katen's group going toward the barracks and CDC-76's crowd continuing on to the command center.

Katen silently slinked into the clone barracks, observing which beds were occupied by sleeping clones and which were empty. She had told her droids to stay in the hallway, not wanting them to screw up her examination of the area by accidentally making a noise or other some such mishap. When she felt comfortable with the layout of the room she motioned her team to enter. The BX droids were much quieter when they moved compared to the older models of battle droids.

The clones continued with their slumber uninterrupted. The droid commandos took aim. Katen gave a silent hand signal and the battle droids opened fire. Their commando E-5 blaster rifles had a sound distinctly different from the standard E-5 blaster rifle. Katen also noticed that the commando rifles did not fire fully-automatic like the standard E-5 did.

The clones died in their sleep. Not one was even able to wake up to learn of their fate. Once the area was safe Katen grabbed one of her droid's rifles. "This looks like a regular E-5. What's going on?"

"That is a commando E-5 blaster rifle ma'am," the BX droid answered.

"Does it have a fully-automatic fire feature?" Katen asked.

"No ma'am. Our high accuracy ratios negate the need for fully-automatic fire."

"You've got to be kidding me. The old E-5s could switch between the fire settings, this thing only has one?"

"It only needs one."

"OOM-9 will be the judge of that," Katen snapped at the droid. She shook her head and muttered to herself as she handed the droid back his firearm. "What the hell is research and development doing? Simpler isn't always better."

* * *

Back outside the base, OOM-9 ordered his beetle cavalry to advance. The beetle troopers were ideal for the mission, as they did not make noise as other vehicles would. The large insects silently made their way to the outdoor senor dish transmitters under the protective custody of the camouflaged chameleon droids. There were eight transmitters in all and each beetle trooper took his own dish. The pilot battle droids riding the beetles disembarked from their mounts and proceeded to disable the transmitters with fusion cutters.

The patrolling clone troopers were oblivious to the entire process. OOM-9 kept surveying the area with his electrobinoculars while Zako paced about back and forth, bored at not having anything to do.

"You could try to act like you're on a stealth mission," SSA-719 criticized Zako's unnecessary movement. Zako turned to the security battle droid, "we're far enough away. Besides, these clone troopers are blind."

"The chameleon droids have their camouflage engaged," SSA-719 said.

"They still missed those big hulking kag beetles," Zako replied.

"Yes, lets all whine and complain that our enemies are incompetent," Sergeant 3B3-888 interjected.

OOM-9 had allowed his underlings to bicker with one another. The general knew they were just playing with each other and the clone troopers were being unobservant. OOM-9 had expected more of a challenge. The abilities of the clone troopers were wildly variable, a fact that confounded OOM-9 since they were all copies of one single person.

The BX command droid CDC-76 transmitted to OOM-9 that they had taken the command center. That bit of news was enough for OOM-9 to push ahead for a full assault. "Snipers, take your targets! Infantry, forward march!" OOM-9 ordered.

SSA-719 led a small group of B1s with E-5s sniper rifles. They began shooting at the clone patrols, alerting all Republic soldiers that they were under attack. OOM-9, 3B3-888, and Zako led the B1 infantry straight into harm's way.

* * *

On board the bridge of the _Scrapyard_, Commander EEK-176 did not have much to do. The droid spent his free time studying the technical blueprints of the ZGD gatling gun on a datapad.

A droid subordinate interrupted EEK-176's recreational reading. "Sir, multiple Republic ships have exited out of hyperspace in front of Kalaan."

* * *

OOM-9 walked through the sprawling piles of clone corpses. OOM-9 stopped and looked at a dead clone that had his armor burned off by the beetle troopers' acid guns. The dead clone had no clothing left save for the standard black body glove all clones wore underneath their white armor.

"Disgusting, looks like a bag of putrid rotting meat."

"Meatbags, HA! Good one OOM-9!" Zako exclaimed amusedly at OOM-9's accidental joke. The clones on the outside of the base had all been taken care of. But sounds of a fierce firefight could be heard from inside the base.

"Sounds like the newer models could use some help," 3B3-888 stated.

"Let's go," OOM-9 pointed toward the door leading inside.

* * *

EEK-176 ordered three squads of Vulture fighters, two squads of scarabs and a group of E-STAP droid starbombers to attack the Republic convoy that happened to jump out of hyperspace at the area of the planet where the Republic listening post was. It would take a few minutes to engage the enemy ships as the 8th Fleet was stashed away from the planet as to not draw attention to itself. It looked like a supply convoy that had simply arrived at the wrong time. EEK-176 was not about to allow them to send any aid to the clones on the planet. A small group of unfortunate escort Torrent fighters sped to intercept the fast approaching enemy CIS starfighters.

* * *

The BX droids were accurate, took cover whenever possible and made use of their thermal detonators. Major Katen found herself having to bash Kaminoan worker droids with her electrostaff since the droid commandos were killing the clones so efficiently. CDC-76's group rejoined the Major's and the BX command droid pulled out his vibrosword and started slashing apart Katen's prey, as if to challenge her to see which one could slaughter the most Republic worker droids.

Once CDC-76 got started, he seemed to be able to keep pace with Katen's killing. Finally, there was only one worker droid left in the immediate area, and both the Separatists planned to score the final kill. CDC-76 quickly closed in on the Kaminoan worker droid, but Katen saw a mouse droid scurrying across the floor. She kicked the mouse droid as it tried to pass her. The small black droid flew threw the air and smacked the Kaminoan worker droid in the head, knocking it over and causing CDC-76 to miss it as he slashed. Katen pulled out her pistol and shot the Republic droid as it lay on the floor.

"I win," Katen smiled.

"With all due respect Major, you cheated. You utilized a ranged weapon. I assumed this challenge was with melee weapons only," CDC-76 stated.

"You assume too much," Katen smirked.

The sound of loud clanking and blaster shots echoed throughout the hallways. "Sounds like OOM-9 and the B1s have come to join the party," Katen said.

Despite the excellent performance of the BX droid commandos, more clone troopers seemed to materialize out of nowhere. However, OOM-9 and his B1s had little problem shooting them down in narrow hallways. OOM-9's fun was interrupted when he got a transmission from EEK-176.

"Commander EEK-176, there is a reason you're not running silent?"

"Yes General. A convoy of Republic ships has exited out of hyperspace and is moving toward your location. I will not be able to intercept them in time. When they arrive you will be overwhelmed, you must abort the mission."

"Very well, I am ordering a strategic retreat. I want the 8th Fleet to target our location and fire on my command."

"Roger roger," EEK-176 understood that OOM-9 planned to blast the Republic ships and the base from orbit.

"Droids, we are leaving!" OOM-9 ordered. "Zako, call our transports and tell them to pick us up."

The B1s fled first with the BX commandos covering their swift retreat. Outside the base was more complicated. AT-RTs littered the area. "What's all this then?" Katen ducted out of the way of incoming walker fire. "These walkers weren't here before."

"They must be patrols recalled to defend the base," 3B3-888 shot a driver off one of the walkers.

KJZ-8267 put his heavy beetle in flight mode and was deliberately crashing into the AT-RTs, knocking them over and rendering them useless. The heavy beetle had bright blue mechanical wings that glowed in the darkened sky. The AT-RTs drivers were often pinned by their own toppled vehicles. Those that freed themselves pulled out DC-17 hand blasters and attacked the droids on foot.

The chameleon droids abandoned their camouflage and openly attacked the enemy with the battle droid infantry. The droids eventually formed a defensive circle and held off the clone troopers.

A loud thundering sound indicated that an enemy AT-TE was nearby and approaching their location. The three Neimoidian transports appeared but drew no fire as the clones were focused on the battle droids on the ground.

The transports closed in low to the ground, but didn't completely land. The battle droids began running up the ramps that extended from the ships. The slower chameleon droids went up first, followed by the B1 battle droids. The BX commandos then proceeded to dash up the ramps.

The enemy AT-TE came into view. The beetle troopers quickly flew over and melted the walker with their acid guns. SSA-719, Katen, and Zako finally ran up the ramps followed by 3B3-888 and OOM-9.

The beetle troopers then flew up and quickly entered the transports as they turned to leave. The clone troopers that survived the battle continued to shoot at the Neimoidian transits with small arms fire.

An Acclamator assault ship, four Consular cruisers, and five Pelta frigates approached from the upper atmosphere and descended down to the listening post just as the Neimoidian transports were leaving.

As soon as they were safely away, OOM-9 ordered the 8th Fleet to open fire on the listening post. Powerful laser blasts rained down from the sky, obliterating the listing post and recently landed Republic space ships.

* * *

"Sir, wont Kalaan take this orbital strike as an act of open hostility and further solidify their allegiance to the Republic?" SSA-719 asked OOM-9.

"Not necessarily. We could release information proving the Republic set up a secret military listening post without the knowledge of the common citizens. Our actions only destroyed the Republic military and caused no collateral damage to the rest of the planet. It could enrage public opinion against the Republic. We can use this entire event to our advantage."

"I was skeptical at first but those droid commandos really came through," Katen admitted.

"We shall see," OOM-9 was less impressed. He had kept in connection with the other droids and was already aware of how they preformed even when he didn't physically see them in action inside the base. "Next time we will have to see how they fare against Jedi Knights," OOM-9 stated.

* * *

**Author's Note:** The planet Kalaan first appeared in the computer game Star Wars: Force Commander.

The FR-8 shock trooper armor worn by Commander Zako and the human Separatist shock troopers closely resembles the Enclave Hellfire armor from Fallout 3. The resemblance mostly comes from the shape of the helmet, though they are also both black in color and heavy duty armor. Having the two armor sets look similar was not intentional, I just happened to notice it later.

The BX droid commandos first appeared in the Star Wars: The Clone Wars TV series.

I refer to the rifles the BX droid commandos use as commando E-5 blaster rifles since the weapons the commandos use clearly function and sound differently than the standard E-5 blaster rifles the other battle droids use. Adding the commando E-5 rifle seemed like the logical step since there is already an elite E-5 rifle, E-5 shotgun, flechette E-5 shotgun, and bulldog RLR, and E-5 flamethrower. The CIS has a lot of weaponry based on the shell of the standard E-5 blaster rifle.

The beetle troopers and Neimoidian transports appeared in Star Wars: Galactic Battlegrounds.


	12. The Heavy All Terrain Tactical Enforcer

**Chapter 12: The Heavy All Terrain Tactical Enforcer**

The Jedi Weapon Master paced up and down the crowded bridge of an Acclamator assault ship. Obi-wan Jakoby was fed up with the hailstorm-ravaged world of Mako Woundo. "The Separatists can have this miserable planet for all I care."

"That may be a distinct possibility if any enemy reinforcements arrive," A Republic office stated. "The ships' shield generators are heavily strained with the constant bad weather."

"These hailstorms just won't stop," Jakoby said.

"Couldn't you use your magical Force powers to give us a day of clear weather?" the officer asked.

"It doesn't work like that. My powers could never affect anything of that magnitude," Jakoby was unsure if the officer was being sarcastic or genuinely curious, the tone of his voice didn't give away anything. He was surprised at how many Republic personnel were ignorant of the ways and abilities of the Jedi. The war had done much to inflate the perceived power of the Knights of the Jedi Order. Civilians were either elated or terrified depending on whether they belonged to the Galactic Republic or the Confederacy of Independent Systems. In reality the Jedi were much more strained and unprepared than was assumed by the galaxy's general populace. Whether that ignorance was a strength or weakness, Jakoby couldn't tell at this stage of the war. The fact that the Jedi Order had an army of clone troopers modeled after Jango Fett did bring some measure of comfort to Obi-wan Jakoby. If it weren't for the clones, a large portion of the Order would have died at Geonosis and the Separatists would have likely went straight to Coruscant and the Jedi Temple.

"That is why you fail," Ace remarked on Jakoby's belief that he couldn't control the weather as the clone commando strode onto the bridge. Despite being safe aboard the Acclamator, the clone was still encased in his commando armor.

"Why exactly do I fail?"

"You don't believe in yourself," Ace answered his general.

"Oh, I'm sorry. I didn't know all I had to do to succeed was believe in myself. Maybe if I believe hard enough we'll win the war tomorrow."

"That would be a feat. The galaxy would be in your debt were you to be so kind. If we keep having to bomb the Separatists to get them to rejoin the Republic we're going to need more artillery. But I'm only half joking sir. Why doesn't the Order just use a Jedi mind trick on the Separatist Council and have them come back to the Republic that way?" being bred for war, Ace was not an authority on democracy and saw no reason why forced coercion was not acceptable. Jakoby didn't really see the need for Ace to realize what was wrong with his question, as the clone was likely to die at some point in the fighting, and would not really need to know the finer points of what made the Galactic Republic what it was. The irony, of course, was that the whole war was to force countless numbers of people back into a democracy that they no longer wanted to participate in.

"For one thing, we can't find them. For another, they have a Sith Lord to protect them. Though if Dooku dies I'm sure this war will end much more quickly."

"I see," Ace left it at that.

"While all this talk of ending the war is all well and good, we should focus on the here and now. I was thinking something more realistic than wishful thinking. I have an idea."

"And what is that?" the officer asked.

"Let's cut to the chase and invade the capital city of Roacha Nova," Obi-wan Jakoby decided.

"Disgusting name," Ace made a face of disdain, but none saw it through his helmet.

"Well I didn't name it, everything about this planet sucks, the names of cities might as well suck too," Jakoby said.

"But sir, what if Roacha Nova is abandoned like Lovo Undomo was?" the Republic officer asked.

"The civilians of this planet have to be hiding somewhere," Jakoby said. "They might as well be hiding in their capital. If they were clever they wouldn't hide in an obvious place like their planet's political center, but I'm sure the Seppers aren't that imaginative. And if it is abandoned, then we'll cause another cave in, and we'll cave in each abandoned city we find until we flush them out. And we'll bring SPHA-Ts with us this time."

"We'd have to bring the heavy artillery with us irregardless, our walker count is low," the officer checked a datapad.

"Our low vehicle numbers will not be a problem. I have a solution for that. We're bringing the heavy AT-TE."

"Sir, are you sure its wise to risk losing such an expensive walker to these hailstorms?" the officer asked.

"We won't lose it. I am going to operate it personally."

"Why are we not using the underground tunnel system?"

"Because if the Seppers had any brains at all they would have rigged them with explosives and set them off if we try to move through them. I'll risk the hail rather than being buried alive," Jakoby explained. "Besides, we have no layout of where the tunnels will go. That reminds me, do we have any schematics for Roacha Nova in our databanks?"

"No sir," another officer answered. "This entire planet barely shows up on the galactic map."

"Then one must wonder why we've been sent to conquer it. Get the ships moving towards the capital city, and try to land closer to the entrance this time so the walkers don't have to travel so far in the hail."

* * *

The Acclamator assault ships landed close to opening of Mako Woundo's capital city. Obi-wan Jakoby personally piloted the heavy AT-TE, and was the first one off the ship. Due to their astronomically high cost, heavy AT-TEs were extremely rare in the Grand Army of the Republic. Though they had the same body and armor plating as the standard tactical walker, the only difference was that the mass-driver cannon was replaced with a six-barreled rotary blaster cannon. The rapid-fire weapon demanded enormous energy requirements from advanced generators and was the reason the heavy walker was so expensive to produce.

A pair of thermal detonator battle droids launching mortars at the walkers as they approached. The droid grenadiers were at the edge of the entrance, protected from the hail, yet still able to fire on the advancing walkers.

"This is interesting," Jakoby said to his commandos, who were also in the heavy AT-TE. "Last time they drew us into the city before they attacked. They're attacking right at the entrance this time."

"Do you think we found them General?"

"We'll see soon enough."

Once Obi-wan Jakoby thought he had a good shot at the droids, he took it. The blasts from the anti-personnel laser cannons missed. The assault scared off the droids however. The droid grenadiers hooked up their mortars onto their backs and retreated into the underground tunnel.

Being a Force-sensitive, Jakoby could feel the attitudes of the clones around him. The Jedi noted that Kicker was holding back on a sarcastic comment about his bad aim. "They have nowhere to run," Jakoby was equally annoyed with his poor shooting. Jakoby decided to add, "in my defense, those droids represented small targets."

"Yes sir," Tai said.

"Yeah yeah," Kicker wasn't buying the excuse.

The GAR walkers began marching through the tunnel, just like before. The two droid grenadiers had outrun them and no other Separatist forces barred their way to the city.

* * *

Once they reached the underground city, it was a completely different situation. Droids could be seen everywhere, along with panicking civilians. Obi-wan Jakoby gave control of the heavy AT-TE to a clone pilot and he exited the walker with his commandos. Jakoby Force jumped up on to the walker and took control of the rotary blaster cannon. The four clone commandos broke off from the walker and infiltrated the city on their own, leaving the more common clone troopers to provide an infantry escort for the walkers.

Jakoby's first targets were a trio of ground armored tanks that were heading straight at the walker. The rotary cannon ripped right through the lesser tanks' armor within a couple of seconds. Jakoby then turned the cannon on homing spider droids that stood to oppose him.

Dwarf spider droids were affixed to the earthen ceiling above the city, firing on the Republic without fear of retaliation. The strategy failed to surprise Jakoby, as the droids employed the same trick back in Lovo Undomo. "Don't shoot the spider droids on the ceiling," the Jedi general ordered his tanks. He couldn't risk the walkers' heavy firepower fracturing the ceiling and caving in a city full of civilians. However the clone troopers' firepower wouldn't be enough to knock out the dwarf spider droids, so the Republic forces were stuck with the spider droids shooting at them from the ceiling for the entire battle.

The heavy AT-TE stayed on the main street leading deep into the city. Other AT-TEs started to stray and took side streets. The lead walker didn't need the assistance anyway, it was more than a match for the droid army laid before it. Homing spider droids, armored assault tanks, NR-N99 tank droids and Corporate Alliance artillery all fell to pieces under the endless stream of laser fire provided by the heavy AT-TE's rotary cannon.

* * *

President Umberto did not like what the security camera footage was showing him. Despite the massive Republic invasion force, his army of droid protectors was falling to a single walker. "How is this possible?" he demanded of the command battle droid at his side.

"Errr, I don't know," the command droid answered. It was not an answer Umberto wanted to here.

"Do something!"

"We're trying. None of our heavy vehicles seem to be a match for it. The clone troopers are stopping our infantry from getting too close to it. We tried setting up barricades in its' path but the walker just blasts through them like it does everything else. Its that rotary cannon on top, it is not standard issue for an AT-TE walker, according to records."

"We're being torn apart. This is not what OOM-9 promised me," Umberto growled. "I thought I told you to do something!"

"I'm working on it," the command droid said patiently.

"I'm not going to have my city fall to a single unit, that's just insulting. Look, they're not even using their heavy artillery, they think us beaten." Umberto was partially correct, while the SPHA-Ts were in the city, the artillery units didn't fire their primary weapons, instead using only their smaller anti-infantry cannons. While their size seemed imposing to the skittering civilians, the artillery walkers weren't actually contributing much to the actual battle against the droids.

"More likely they're worrying about harming the city's inhabitants," the command battle droid corrected the president.

"Then why did they bring them in the first place?" Umberto snarled. He did not like having his assessment challenged, even though he had no formal military experience himself.

"I'm not sure. Perhaps as a last result?"

"They won't need a last result, in another thirty minutes that walker is going to be trampling down my front door if you don't do something!"

"Calm yourself, Mr. President. I've sent hunter-seeker droids out to engage the walker."

"Those airborne destroyer droids? They won't stop it." Mako Woundo's president was not impressed with the appearance of the hunter-seekers. Compared to traditional aircraft, they were small, but that also allowed them to be deployed in an underground city such as Roacha Nova. Unlike the ground-based droidekas they resembled, the hunter-seekers lacks shields and sported only a single laser cannon on its' 'tail.'

* * *

The heavy AT-TE went down a shallow hill, to be harassed by battle droids and dwarf spider droids hiding in a nearby parking deck. The droids used the structure's support pillars and parked civilian speeders for cover. The walker's anti-infantry cannons were useless as they kept hitting empty speeders rather than battle droids. Jakoby found that his rotary cannon was doing no better at finding proper targets amongst all the resident transports. Obi-wan Jakoby then decided to stop aiming at droids and starting hammering away at the parking deck's support pillars.

While certainly very sturdy, the building was never meant to take the punishment it was receiving. Jakoby was gradually blasting away columns one by one; the droids continued to fire on the walker and started to inflict minor damage. Hunter-seekers hung in the air to further add to the walker's torment. The clone troopers escorting the heavy AT-TE started firing but were unable to bring the flyers down quickly. To make matters worse, another GAT had appeared from a side street, forcing Jakoby to swing the cannon around to take it out before going to work on the parking deck again.

The Jedi was fortunate that the hunter-seekers never bothered to target him. He was extremely vulnerable while in the gunner's seat, highly exposed without a comfortable amount of space to swing his lightsabers to deflect incoming fire if he needed to. But the hunter-seeker droids continued to either fire at the clone troopers or at the main body of the walker.

Finally Jakoby had knocked out enough support pillars. The parking deck came crashing down, squashing the droids inside it. Destroying the structure took much longer than Jakoby thought it would. All that time the walker had been battered by blaster fire but was still perfectly functional. The walker was orientating itself to turn left when two explosions rocked its' rear section. The attack was too strong to be coming from the few hunter-seekers that were left.

Jakoby swiveled the cannon around to see who his new attacker was. He could not get visual confirmation of the threat, nor did the Force provide him with any guidance. Then he saw two mortars falling his way. He leaped from out of the gunner's seat just before the explosives hit. It looked as if the falling bombs had broken the AT-TE's back. Jakoby knew what was going to come next. The Jedi used Force speed to get as much distance between him and the dying walker. A second later the heavy AT-TE exploded in a fiery ball larger than would be expected from its' size. The blast had consumed the nearby clone infantry that were assigned to protect the heavy AT-TE.

Then Jakoby caught sight of who killed his prized walker. Two thermal detonator battle droids stood on the roof of a nearby building. "Remember us?" one of the gray colored droids shouted at Jakoby.

"Your aim sucks!" the other battle droid grenadier yelled at the Jedi Weapon Master.

"You two tweezers are dead, you hear me!" Jakoby was furious at having lost the expensive vehicle to a pair of battle droids. "I'll scrap you with my bare hands!"

The two droids answered Jakoby's threat by launching mortars at him. Battle droids, super battle droids, and dwarf spider droids started to emerge from the direction of the two droid grenadiers so instead of rushing towards his tormentors the Jedi found himself beating a hasty retreat.

* * *

Jakoby was about to circle around the long way to get at the grenadier droids when he realized he bumped into his clone commando squad.

"How's it going General?" Tai asked.

"The heavy AT-TE's been destroyed," Obi-wan Jakoby answered.

"That well huh?" Kicker said.

"It is going well yes," Jakoby changed his mood, knowing anger led to the dark side. "I destroyed half the droid forces with that one walker alone, it couldn't last forever. I'm sure who's ever in charge of these Seppers is wetting his pants right now."

"Or rejoicing that their primary opponent has been eliminated," Jack said.

"You could make anything sound depressing, you're the kind of clone that would say we lost the Battle of Geonosis because most of the core ships got away," Kicker said to Jack.

"Cut the chatter. Let's go show these Seppers that the heavy AT-TE was the least of their worries," Ace got the squad moving again. Jakoby went with his clone commandos, rather than continue his hunt for the two thermal detonator battle droids, revenge was not the Jedi way and Jakoby was sure those two droids would get what was coming to them anyhow.

A trio of droidekas rolled into view and deployed in front of the small group. Jakoby tried a Force push, but the attack merely impacted against the droidekas' shields. Ace and Kicker threw some EMP grenades to disrupt the shield emitters. After the electrical attack, the destroyer droids were easy prey for the clones' DC-17m rifles.

The group kept running down the street and noticed that the Separatists had been ripping it up. Instead of a smooth, clean, paved road it was bumpy, dusty and dirty. Jakoby thought that the Separatists were trying to make it difficult for the vehicles to traverse but soon knew the real reason behind it.

Tai tripped over something. A short beeping sound was heard and the ground exploded underneath the clone commando. An LR-57 combat droid fired through the dust. The laser blasts knocked the clone on his back, but his shields kept him alive.

Jakoby sliced the droid at the torso with his lightsabers. The droid's large upper body rolled away, tripping several other antennas. The CIS had torn up the road to plant the Retail droids as living mines, not to slow up Republic walkers.

More LR-57 combat droids sprung up from the ground as if they were the living dead. Jack peppered them with blasts from his rifle, but the droids' armor was too thick. Jakoby's lightsabers were much more effective. The droids' reactions were too slow and Jakoby swept through most of them without a problem. Ace and Kicker were able to kill one with their DC-17m anti-armor attachments.

The group kept moving again and after a few squads of battle droids, found a big, pompous looking building laid out before them. "Ten credits says that thing's the capital building," Tai said. "No one's gonna take you up on that bet," Kicker finally said.

An AT-TE was approaching from a side street. "Ah, reinforcements," Jakoby was pleased at the progress the rest of his army was making. Then the walker suddenly exploded, surprising both the Jedi and the commandos. They looked over to where the walker was and noticed that particular side street was littered with land mines. They hadn't noticed the mines at first, and neither did the now-deceased pilot of the all terrain tactical enforcer.

"Typical tactic of Confederate cowards," Tai declared.

"You know you'd lay mines too, when given the chance," Jack said.

"Let's get moving," Ace ordered. No one impeded the commandos as they walked up the stairs and entered the building. But that was where the peace was broken.

Super battle droids lay in wait for any non-Confederate that dared to walk through the doors. The commandos struggled to find cover before their shields were completely depleted. Jakoby had his hands full defecting so many blaster bolts. He hadn't the time to redirect them back at the droids; all he could do was keep himself from getting shot up.

Jack tossed an EMP grenade the very moment that Kicker threw a flash-bang grenade. The combination attack momentarily stunned or disabled many of the droids, giving Ace and Tai the time to shoot the droids that weren't caught in the grenade assault.

With the skirmish over, Jakoby safely walked over to the front desk, though there was no receptionist to greet him. There was a B1 battle droid hiding behind the desk, and he popped up to shoot Jakoby when the Jedi got close. Jakoby deflected the shot and the battle droid was decapitated with his own attack.

So far, all of Jakoby's assumptions about the Confederates' plans had proven to be accurate so the Jedi checked the layout of the building at a console and proceeded to head directly to the president's office. "If he's hiding in his office then I don't know what we'll do. I don't think Palpatine would want a planet full of morons rejoining the Republic, he has his hands full with the ones we already have."

"Don't worry," Ace said. "I'm sure he evacuated when we breached the building, we'll probably have to chase him all across the planet."

* * *

Only two super battle droids stood guard at the doors of the president's office. Jakoby closed in on one of the droids while the clones blasted the other. Jakoby sliced off the droid's right arm, the appendage that housed the built-in wrist blaster. The B2 then tried to grab Jakoby with his left arm, but the Jedi lopped that one off as well. The Jedi knew the droid's reactions perfectly; B2s always went to grab him with their left arms once he destroyed their right arms. Jakoby then used Force push and sent the armless super battle droid crashing to the floor.

Jakoby then used the Force to open the doors. He and his clone commandos walked in to be met with the sight of a rather large office, larger than Jakoby thought it would be, and a single man sitting at a desk.

"Mr. President?" Obi-wan Jakoby asked in a mocking diplomatic manner.

"No! No! I'm just a janitor! Please don't shoot me! The President had me act as a decoy! I'm sorry! He gave me no choice, please don't shoot."

Jakoby could sense the man was speaking the truth. "Wow, there's a first. I wasn't expecting that," Jakoby laughed and motioned for his commandos to lower their weapons.

"I guess we'll have to chase the real one around the planet now," Kicker said.

"Oh, I don't know about that," Jakoby said with a confident voice. "I'm sure someone will nab him before he leaves the city."

"He's not a droid sir, he can easily blend in with the civilians," Jack said.

"I'm having the city blockaded. No one's going anywhere without my say so. This mission is as good a over." Jakoby and the clones turned around when they heard something enter into the office behind them.

It was the super battle droid that had both its' arms cut off by Jakoby. The droid had somehow gotten himself up off the ground after being Force pushed, despite not having any arms.

"Well, looks who's back," Jakoby smirked. The clones laughed at the sight of an armless droid that stood to oppose them. The super battle droid lumbered forward and kicked Tai in the shin. Tai fell to the ground, grabbing his leg in pain. The event made Kicker laugh even harder. The B2 went over and kicked Kicker in the crotch. The clone squealed in pain and crumpled to the floor.

"Stop that laughing!" Ace ordered, fighting back chuckles of his own.

Even Jakoby started to laugh. "My elite clone squad, defeated by an armless battle droid? I don't know if that's sad or funny!"

The droid went over to the laughing Jack. Jack immediately got serious and raised his rifle at the droid. Ace tackled the droid from behind and it fell onto Jack. Jack knocked the large droid off him and got to his feet, "what was that for? I was paying attention!"

"Oops," Ace said.

* * *

**Author's Note:** The heavy AT-TE first appeared in the expansion pack Clone Campaigns for Galactic Battlegrounds. Though in the game the heavy AT-TE did not have a rotary cannon, it was just a more powerful AT-TE. I switched out the mass-driver cannon for the rotary cannon in _OOM-9's Revenge_ to give the heavy walker something unique and different from the standard AT-TE.

The hunter-seeker droid first appeared in the video game Star Wars: Starfighter.

The thermal detonator battle droid first appeared in the computer game Star Wars: Galactic Battlegrounds.

The LR-57 combat droid appeared in Star Wars: The Clone Wars film and in the TV series.


	13. Battle of Abridon

**Chapter 13: Battle of Abridon**

The planet Abridon was faced with a peculiar challenge at the onset of the Clone Wars. About one third of the population supported the Galactic Republic, another third supported the Separatist movement, and the final third of the population vehemently supported complete neutrality. The pro-Republic and pro-Separatist factions requested military aid while the neutrals started their own Nationalist military bent on keeping out any foreign-armed intervention.

Abridon's local population was more at odds with each other than that of the famously divided water world, Mon Calamari. Cantankerous political disputes threw the planet's government into chaos. Bare-fisted brawls broke out in the streets between loyalist and separatist supporters. The planetary police force couldn't maintain order as a large faction of their officers left to join the Nationalist army. Neither the Republic nor the Separatists originally wanted to be bogged down in a planet so politically divided, as they had to be sure to treat their supporters well while simultaneously suppressing their opponents. It could into a media nightmare if one side accidentally massacred their own followers. The anger of the common masses was at a tipping point, and if the major players didn't send their militaries soon, support for outside intervention was sure to wane if the people continued to see inaction on behalf of the Confederacy or the Republic. Neither the Galactic Republic nor the Confederacy of Independent Systems wanted to lose any followers to the neutral Nationalist party. No member of the two warring galactic governments wanted to see more neutral planets.

Count Dooku knew it was a dire situation that required exact and professional military precision to address. The Head of State of the CIS was well aware that the crass General Grievous could not be trusted to carry out such a delicate assignment; the Kaleesh was only good for destroying everything in his path. Count Dooku chose three of his most trusted and competent officers to conquer Abridon. General Whorm Loathsom, General OOM-9 and Commander Vulpus. Loathsom had won quite a few stellar victories in the Inner Core. OOM-9 had been commanding droid armies a decade before the Clone Wars even began. And Vulpus was perhaps the most levelheaded officer in the entire Confederacy.

* * *

"So we're working with Loathsom and Vulpus huh?" Major Ashley Katen crossed her arms behind her back. "I've heard good things. Looks like Dooku assembled the Separatist dream team, if ever there was one."

"I think the late General Tann would have something to say about that," EEK-176 said.

"Bah. She wasn't so great. Those who die in the first month of the war don't get to be on the dream team."

"Try not to be so heartless Major," OOM-9 turned away from his work to address the human female.

"That's easy for you to say, you don't have a heart. I have to work at it if anyone's going to take me seriously."

"You could always get an artificial one," EEK-176 suggested.

"Yeah, I'm going to hold off on the unnecessary surgery."

"Then you'll have to make due with the outdated blood bucket you were born with," OOM-9 was only half paying attention to Katen's cheekiness now. "Sev'rance Tann was a fine officer who served the Confederacy well, we should be so fortunate not to meet the same fate that befell her."

"Oh, don't be so serious boss," Katen playfully grabbed onto OOM-9's shoulder.

OOM-9 decided to take his subordinate's advice. "Besides, any dream team wouldn't include you, Major. Which of your duties are you currently shirking off now and leaving for Commander Zako to take care of?"

"Oh, nothing."

"Nothing?"

"I'm sure Karl finished it by now. So, technically I'm not abandoning my responsibilities. Besides, he doesn't mind."

OOM-9 knew laziness wasn't Katen's problem; she was always serious when the situation called for it. Her problem was a lack of ambition for advancement in rank. Ashley Katen had nestled in and was perfectly content with the rank of Major. She could handle the added responsibilities of a Commander, but had no desire to. Forever regulated to be Karl Zako's de facto underling, with Zako doing most of the work. But OOM-9 and the others were guilty of the same thing. All of the droids that Zako and Katen upgraded a decade ago, OOM-9, EEK-176, SSA-719, KJZ-8267, and 3B3-888, were evenly spaced out in rank, in order for them to work together more often. They were habitually in the same squads during missions, when they could be. The droids were friends with each other, friendship one of the few positive things they learned from the two human officers.

Of course their friendships didn't end with their small little group. They had grown accustomed to being around other droids such as OOM-8, Z23-Y75 and GD-79. Though OOM-9 cared for all his droid troops, even the tactical droid TH-1066. OOM-9 was skeptical of that model of droid at first, as they were often cruel military leaders that were quick to sacrifice their troops. OOM-9 saw TH-1066 start to change, following his example of how to run things without a ready sacrifice of one's own soldiers. OOM-9 was glad of the alteration in TH-1066's behavior, it meant that other tactical droids could be turned as well. Unfortunately the same could not be said for many of the bigoted high-ranking organic officers in the CIS. General Grievous came to mind. OOM-9 found it highly doubtful that close-minded organics like Grievous would or could ever truly respect battle droids.

The central control computer wordlessly informed OOM-9 that they would be exiting out of hyperspace in fifteen minutes.

"Major, get to the hanger bay and help prepare the ground troops for invasion."

Ashley Katen knew her small window of free time had closed. "Right, General," the Separatist officer turned and left.

Dr. Gatling Quartz walked onto the bridge just as Major Katen was leaving. "General OOM-9, I have a new toy ready for you." The Skakoan scientist handed OOM-9 a datapad with the readouts of the weapon. "You and any battle droid you authorize can download the interface program from the central control computer. Though it was designed to integrate with the B1 product line, so it is my recommendation that you don't let super battle droids use it. It would prove to be less effective," the Skakoan doctor warned.

"This is more imaginative than the combination E-5 you made for me," OOM-9 commented.

"It's in the hanger bay now. Shall I have it loaded onto a transport, if you chose to use it for the mission?"

"Yes, I may try it out today."

Quartz fiddled with his synthesized vocalizer, as it was malfunctioning again. "I also have another weapon finished. It just needs one last test."

"Very good Doctor," OOM-9 was pleased the Skakoan's sudden surge of progress. "You're dismissed." Dr. Quartz gave a lackluster bow and departed from the command bridge.

* * *

The 8th Fleet exited out of hyperspace in front of the planet Abridon as scheduled. Upon an initial scanning of the planet and surrounding space, OOM-9 found that the Galactic Republic had gotten to the contested world first. An impressive fleet of seven Acclamator ships, twelve Pelta frigates, and ten Consular cruisers were led by a single Venator star destroyer. The fleet was much larger than OOM-9 had expected.

"General Loathsom's forces should be arriving within the hour but they will be on the opposite side of the planet. But Commander Vulpus should be with us in…three, two, one." A fleet under the control of Commander Vulpus exited out of hyperspace a ways to the far edge of the battlefield.

The Republic cruisers split in two groups to engage the separate CIS fleets. Their plan of attack surprised OOM-9, who did not think that they would have so willingly separated their cruisers. The Venator broke off from the rest of the fleet and veered to face Vulpus' forces alone while the seven Acclamators headed for the 8th Fleet.

The captain of the Venator must have been semi-sentient, as the star destroyer focused all of its' firepower on a single Banking Clan frigate. Vulpus' capital ships were just as brutal in battle, and had only one target to shoot at. Both sides released their starfighters, but the Republic's Torrents were severely outnumbered by Separatist Vultures.

The Venator opened its ventral hangar bay, revealing a SPHA-T. The artillery piece fired on the targeted Munificent star frigate. The besieged Banking Clan frigate started to go down, though it headed for the Venator. It clipped the Venator's command bridge as it went by, effectively ending the Venator's smooth operation by eliminating the command staff.

Commander Vulpus stood on the bridge of a Munificent star frigate. It was apparently pure luck that the Republic attack cruiser targeted a different ship, or it would have been him hurling towards the planet and a fiery end. The CIS officer was not about to let an opportunity pass by. "Intensify firepower on their exposed hanger."

"Roger roger," a pilot droid answered. After a few intense moments of exchanging turbolaser fire, the Venator lost its shields and then the exposed SPHA-T was torn apart by the cannons of multiple Banking Clan frigates.

Vulpus' attention was momentarily draw to a pair of Vulture droids chasing a V-19 Torrent fighter. The three fighters had flown dangerously close to the frigate's command bridge. Their engines could be heard as they passed by. "Increase power to the bridge deflector shield," Vulpus ordered, he didn't want some snubfighter to be able to come crashing through the viewport.

OOM-9 ordered the _Scrapyard_, _Glaciarium_, and _Magna Musai_ to line up with parallel to each other. The two droid control ships, the _Scrapyard_ and _Magna Musai_, were on the outside, with the Lucrehulk battleship, _Glaciarium_ in the middle. The gigantic Lucrehulk ships were slow to get into formation but the incoming Acclamator assault ships were still far off. The configuration gave the Trade Federation ships a small profile while allowing a wide field of fire for the quad laser batteries on their outer rings. Only ships crewed by droids and aided by three central control computers could have pulled off such a risky maneuver.

The three tight-knight Lucrehulks cut through the Acclamators. The smaller Republic cruisers had to get out of the way or be crushed. One of the Acclamators was particularly close to scraping hulls with the CIS ships. As the Republic cruisers scrambled out of the way, they were battered by the Lucrehulks' quad lasers. One of the Republic assault ships had its' hull ruptured. A keen observer could notice dozens of clones and crew being sucked out into the cold, cruel void that was outer space.

* * *

The pilot battle droid KJZ-8267 patiently waited in the cockpit of his E-STAP starbomber. The ship, like so many others, was parked safely in the hanger bay. Finally KJZ-8267 received the signal from OOM-9 and several squadrons of E-STAP starbombers exited out of the hanger bays of the Lucrehulk ships to engage the small but maneuverable Pelta frigates and Consular cruisers. "Take out those escort ships," KJZ-8267 ordered his squadron. The speedy bombers had little difficulty in catching their assigned prey.

KJZ-8267 closed in on a Consular cruiser, the ship spat out blue lasers to deter him, but the pilot droid had no problem outmaneuvering the clumsy turret gunners. First, KJZ-8267 softened up the ship's shields with some blasts from his bomber's laser cannons. The cruiser was fast, but the E-STAP bomber was faster. KJZ-8267 positioned his bomber over it and unleashed multiple plasma bombs. The small cruiser cracked open, but there was no large explosion, just various Republic crewmen sucked out in space.

After they passed the group of Lucrehulks, the weakened and disorderly Acclamators were easy targets for the 8th Fleets Banking Clan frigates and Commerce Guild destroyers. "All ships, fire your Prow turbolaser cannons, target the damaged vessel first," TH-1066 ordered from the bridge of the_ Komusai_. The tactical droid wanted to reduce the Republic's numbers as quickly as possible and the hurt Acclamator assault ship was the logical choice as the first target. The injured Acclamators unleashed their V-19 Torrent starfighters for protection. The Banking Clan frigates answered the Torrents by releasing a combination of Vulture droids and Scarab starfighters.

The two starfighter groups met in the middle, with neither side gaining the upper hand but both preventing their adversaries access to the others' cruisers. The Commerce Guild destroyers and Banking Clan frigates opened up with their Prow heavy turbolasers. Both CIS and Republic fighters were agile and smart enough to steer clear of the powerful blasts. The Acclamator assault ships lacked any sort of equivalent to the Prow turbolaser and had severely depleted shields, which made for a bad combination. The one thing the Republic ships had in their favor was their numbers. It was seven Acclamators against three Munificent frigates and two Recusant light destroyers. If the Lucrehulks were to turn around, it would take time, especially in their current formation.

Commander Vulpus was the one to rectify the situation. With the Venator destroyed, his fleet was free to join in on OOM-9's skirmish. At top speed, Vulpus' Munificent frigates and Recusant destroyers passed by OOM-9's Lucrehulks and engaged the Acclamators from behind.

The engines of the Acclamators were easy targets and Vulpus took full advantage of the situation. Several of the ships were quickly destroyed. Escape pods started to clog the battle zone.

The surviving V-19 Torrent fighters broke off from the battle with the Vultures and Scarabs, leaving the doomed Republic capital ships to their fate. The Torrent fighters started heading in the direction of the Lucrehulk ships, which were still close together. The large ships wouldn't be able to defend themselves with their turrets as they risked hitting each other. "E-STAP squadrons, move to intercept the incoming fighters," OOM-9 ordered. While it was unlikely the small fighters could do any real damage, OOM-9 was not going to take any chances, he did not want a repeat of what happened during the space battle over Naboo when a single starfighter was responsible for destroying an entire droid control ship.

The E-STAP bombers abandoned the few Pelta frigates and Consular cruisers that remained to meet the Torrents head-on. A few Torrents were destroyed in the initial attack, but the Republic fighters didn't engage the CIS bombers, nor did they attack the Lucrehulk ships.

"They're retreating to the planet," KJZ-8267 said over the comm. The Pelta frigates and Consular cruisers had also turned around to run away to Abridon's atmosphere.

Inevitably, one Acclamator remained. "They're trying to escape, block their path," TH-1066 ordered.

"Target their engines," Commander Vulpus ordered his crew. The Republic ship maneuvered around the _Komusai_ and tried to escape into hyperspace but was destroyed by Vulpus' Munificent star frigate before it could get away.

With the Republic blockade destroyed, the Separatist ships were free to do what they pleased. Vulpus order pod hunters to eliminate the Republic escape pods.

"Begin the planetary invasion," OOM-9 ordered. "Double the fighter escort for the first wave of transports," OOM-9 did not want the few Republic fighters and frigates that escaped to cause him serious trouble later.

C-9979 landing craft, Trade Federation drop ships, Neimoidian transports, and vehicle armored carriers spilled out of the various hanger bays and descended to the atmosphere under escort of several squadrons of Vulture droids and Scarab starfighters.

* * *

The various CIS transports began landing on the grassy plains of Abridon. The Vulture droids and Scarabs flew in a holding pattern to protect the landing craft as they unloaded their cargo. STAPs, heavy STAPs, ASTs, and speeder platforms were the first to exit from the drop ships and scoured across the countryside searching for enemy positions.

After the high-speed recon units left, medium armor vehicles started to curse the land with their presence and promise of ruination of the local environment. NR-N99 tank droids started to move about the grassy hills, crushing the planet's native plants underneath as they traveled. Streaks of smashed grass cut through the formerly untouched landscape. The effect made it look as if the tank droids were giant lawnmowers. The armored assault tanks and ground armored tanks had much less impact than the treaded tank droids.

Coming down with the first wave, Commander Zako surveyed the progress of OOM-9's army from the top hatch of a dark gray and blue armored assault tank.

* * *

"General, we've lost contact with the fleet," a clone commander reported to Bultar Swan.

"A minor communications disruption, it should pass quickly," a nearby clone captain was quite confident.

"No, they're gone," the Jedi Guardian corrected. Swan could feel it in the Force; the Republic lives up in space had been silenced for good.

"General," a clone lieutenant cut in the conversation.

The outburst was rude but Swan knew clones didn't interrupt unless it was important. "What is it trooper?"

"The droids have begun landing ground troops in the countryside."

"Prepare to move out, we will engage them before they reach the major urban centers."

"But General, shouldn't we stay in the city? We hold a fortified position. We could just let the droids come to us rather than risk fighting them on the open plains."

"Excellent advice Commander, if circumstances were different. We can't let civilians become casualties in this battle. The Nationalists are sticking to urban fighting. And if we hold in the city we'll likely end up fighting both enemies at the same time," Bultar Swan explained. "The Nationalists field the smallest army and are sure to jump at the chance to participate in a three-way battle."

"If we send the bulk of our forces out to fight the droids the Nationalists may very well retake the city, and then we'll have to capture it all over again," the clone commander protested.

"That is a very real possibility. But it is still preferable to fighting both enemies at once. The Nationalists seem to prefer hit-and-run attacks to taking and holding territory. I think they will scatter again once we've returned."

"As you say General." The clone commander disagreed but ultimately carried out the Jedi's orders regardless of his own judgment, the Kaminoans had bred the clone troopers to be obedient. And for the time being, the Jedi were their masters.

* * *

It took the Republic several hours to responsibly pull their troops out of the cities. All the while CIS patrols were gathering information on GAR and Nationalist movements. As the clone army left the city, Nationalist convoys started to enter. Contrary to General Swan's prediction, the pro-Abridon soldiers were intent on taking and keeping their cities.

Rather than let the Nationalists have a free pass to cause OOM-9 grief later, the battle droid general sent several squadrons of E-STAP starbombers to destroy the supply convoys.

"Just as you predicted, General," Zako looked through a pair of electrobinoculars. "The clone army is coming out to meet us."

"The Jedi Code is easy to exploit. They are trying to keep the heavy fighting away from heavily populated areas," OOM-9's tank pulled alongside Zako's. "They do not wish to see the innocent slaughtered in battle."

"General, enemy fighter tanks coming in fast," Katen reported.

"Send in our armor to hold them off."

"Engaging." The swift ground armored tanks got there first, but the Republic tanks blew right past them, intent on breaking up the droid army's formations. The tank droids and AATs proved harder for the IFT-Xs to ignore. Most of the GATs turned around to help the AATs and tank droids against the Republic fighter tanks.

"Deploy the infantry," OOM-9 ordered his MTTs.

"General, we have incoming V-19 Torrent fighters," SSA-719 reported. "Likely the group that fled the space battle."

"Launch all Vultures." The droid starfighters had been waiting around in walking mode until they were needed. Now that they had been given a purpose the Vulture droids took to the sky to attack the V-19 Torrent starfighters.

OOM-9 looked through his electrobinoculars. The main GAR attack force was approaching. It was primarily made up of clone infantry, AT-TEs, AT-RTs, and clone scout walkers.

The all terrain recon transports broke away from the main group and charged ahead at top speed. The nimble walkers ran in between the IFT-Xs and CIS tanks still fighting each other. The smaller walkers were trying to get at the battle droid infantry.

"Infantry break formation," OOM-9 ordered. He was not going to let the AT-RTs have an easy time of it. The B1 battle droids spread out, forcing the walkers to hunt them down individually. OOM-9 sent his own AAT into battle to assist his infantry against the all terrain recon transports. Zako's tank stayed back, as to allow the commander to continue to survey the broader battle situation.

Battle droids armed with E-60R rocket launchers combined with dwarf spider droids and thermal detonator battle droids proved to be an effective counter to the AT-RTs. The small walkers were popping like zits amidst all the CIS anti-armor units. It was going so well that OOM-9 didn't even get the chance to destroy a single AT-RT with his own tank.

"General, the heavy walkers are in firing range and have begun attacking," Zako informed his superior via hologram.

"Roll out the bio cannons," the battle droid general commanded.

The bio cannons, as always, were swift to deploy. Red artillery fire arced over the grassy battlefield. An extremely unlucky Torrent fighter was hit midair by one of the powerful blasts. The initial volley missed most of the Republic ground troops. The bio cannons adjusted their aim, and fired again.

The CIS vehicles and Republic walkers exchanged fired with one another as the infantry began to close in on one another. It was an odd site as the clone troopers were in strict formation while the battle droids were scattered about.

* * *

SSA-719 and 3B3-888 led the droid infantry. 3B3-888 shot at high-ranking clone troopers with an E-5s sniper rifle. The GAR's continued use of a rank-based, color-coded armor system made 3B3-888's task easy. SSA-719 wielded an E-60R rocket launcher loaded with remote rockets. Remote rockets for the E-60R were expensive, which prohibited widespread use on a weapon the CIS already lacked in large quantities.

SSA-719 fired his first remote rocket, guiding it into a large formation of clone infantry. The resulting blast took out twenty clone troopers at once. Blood and body parts rained down on the clones that survived. SSA-719 fired another remote rocket, killing a squad of nine clones. He fired a third, and only managed to hit three. The clones were spreading out to reduce the casualties caused by the explosions. SSA-719 was down to his final remote rocket; he fired again and guided the projectile at some clones that were trying to board an AT-TE. The rocket hit and tore the clones apart, but the armored walker was unaffected. Remote rockets were better used against infantry than vehicles.

* * *

Bultar Swan rode in on a 74-Z speeder bike straight into the heart of the droid army. She knew she needed to do something drastic if she was going to turn this fight around.

She leapt off her speeder bike and let it crash into a droid transport carrier loaded with super battle droids. The insane stunt caught EEK-176's attention. The droid commander's AAT turned to target the Jedi.

Without hesitation, Swan used the Force and yanked EEK-176 from atop his armored assault tank. The AAT fired its main cannon at the Jedi, who leaped away just in the nick of time. EEK-176 crashed to the ground where Bultar Swan and an explosion had been just milliseconds before. The ground was hot and smoky from the blast.

EEK-176 got to his feet, and had managed to hold on to his SE-14 blaster pistol. The command droid fired a series of shots at the Jedi but missed repeatedly. EEK-176 threw his only V-1 thermal detonator, but that also missed the Jedi. Swan ran up the tank to the open hatch where EEK-176 had been and slid into the tank.

Three pilot battle droids came running out the back hatch as the Jedi went in from the top. The AAT began to turn and started attacking battle droids.

As much as OOM-9 hated to destroy one of his own tanks, he couldn't let his infantry be shot to pieces. OOM-9's AAT moved to distract the stolen tank. The two tanks circled each other, firing wildly. OOM-9's AAT, being fully crewed, was performing much better than Swan's stolen one. OOM-9 threw one of his thermal detonators and it landed in the other tank's open top hatch. The stolen AAT was rocked by an internal explosion, and fell silent, but OOM-9 noticed that the Jedi had escaped through the back hatch and was running away again. EEK-176 jumped on the side of OOM-9's armored assault tank and they went on after the Jedi again.

A clone scout walker moved into OOM-9's way, halting his pursuit of the fleeing Jedi. The scout walker was no match for the armored assault tank, but provided a short distraction that allowed Bultar Swan to return to the folds of the clone infantry. While she stuck out among the white armored clones like a sore thumb, OOM-9's tank was now occupied with other Republic vehicles. The dangerous skirmish forced EEK-176 to abandon the side of OOM-9's tank for fear of being blasted apart by strong vehicle laser fire.

A clone commander riding a 74-Z speeder bike pulled up alongside Swan.

"It is my recommendation that we retreat General."

"That would be the wisest course of action," the Jedi agreed, knowing that fighting a losing battle to the end was foolish. Bultar got on the bike behind the commander and the two took off.

Various types of LAAT gunships approached the battlefield. But rather than drop off reinforcements, they landed to pick up existing troops.

The Torrent fighters had done a marvelous job of keeping the Vulture droids busy the entire battle. The droid fighters did not have the chance to target the parked gunships as they loaded their troops. However, the dogfight lasted long enough for AMLs to move into position to help the droid fighters finish off the rest of the V-19 Torrents.

As his army was wiping out the clone stragglers, OOM-9 received a transmission from Commander Vulpus. "What can I do for you Commander?" OOM-9 asked.

"The frigate from my fleet that was blasted down to the planet made a successful crash-landing, but I do not have enough spare troops to retrieve the survivors. And according to the dossier, you and your human subordinates have a history with the ship's captain."

The file was uploaded to OOM-9 and the droid immediately knew what was going on.

"Yes, I understand Commander. I will send some troops to retrieve the survivors."

"Thank you for your assistance, General OOM-9."

Once the battle was completely over, OOM-9 waited as EEK-176 once again hopped on the side of his tank for a brief meeting. The sun was falling in the sky as the day was coming to an end.

"Commander, I want you to capture the city Sayan. I will conquer Cayla. I'm going to send Katen and Zako to the wrecked Munificent star frigate."

"Right right."

* * *

OOM-9 then contacted his two human officers. "I have a new assignment for my two most favorite humans in the entire galaxy," OOM-9 said.

"Sir?" Katen looked confused.

"A Banking Clan frigate crashed on the planet. You two are going to rescue any survivors. I am uploading the coordinates."

"This is a ways away," Zako spoke to the hologram.

"We can use some air transports," Katen added.

"Negative. None can be spared at the moment. You will have to take the ground troops to the crash site the hard way, and I want you there by morning."

"By morning?" Zako asked.

"No breaks."

"No breaks?" Katen asked dumbly.

"Make sure you bring adrenalin with you, I expect to hear that both of you are leading the troops when you reach the frigate," OOM-9 said.

"Why is it so important that we're in direct command when we get there?" Zako asked.

"You will know when you get there," OOM-9's hologram dissipated.

OOM-9's giant army broke up into smaller pieces as the various officers led their troops to separate destinations. After losing so many valuable troopers and vehicles, the Republic did not immediately attack again.

* * *

Night fell as OOM-9's army approached the city of Cayla. Clone personal walkers, scout walkers, AT-RTs, AT-TEs, and heavy anti-air tanks approached OOM-9's forces. Once again, the Republic seemed intent on preventing a fight inside the city.

"Concentrate fire on their anti-air units," OOM-9 issued the order to his armored assault tanks. From the top of his tank, OOM-9 fired an E-60R rocket launcher. The battle droid general chose smaller targets like AT-RTs, which he could destroy quicker. The AT-RTs bolted up and started harassing OOM-9's multi-troop transports. It was quite comical to view the small walkers surround and attack the large transports. OOM-9 chose not to deploy his infantry, and it had paid off. But the stubborn all terrain recon transports seemed intent on attacking CIS infantry anyway, even when they were protected inside the MTTs. Multi-troop transports were armed with two twin 17 kv blaster cannons, which had more than enough stopping power to shred the fragile AT-RTs.

An overzealous AAT charged into the heart of the Republic formation. All available weapons blazing, the armored assault tank was able to destroy an AT-TE walker before it too, was destroyed.

The CIS ground armored tanks circled around the Republic group, strafing around enemy heavy fire while attacking with their missiles. The Separatist fighter tanks eventually drew away the clone scout walkers from the main group. The Confederacy's fighter tanks were outflanked by TX-130 tanks. The Republic fighter tanks had purposefully stayed out of the battle until then. The TX-130s quickly cut through their rivals and started hammering away at homing spider droids.

Overall, OOM-9 perceived the Republic's strategy as directionless, until he noticed a SPHA-I moving into position. The ion cannon artillery piece would spell doom for OOM-9's mechanized forces.

Luckily, the shielded E-STAP bomber squadron OOM-9 had been waiting for had finally appeared, and the Republic had only two anti-air tanks still operational. OOM-9 fired his rocket launcher and destroyed one of the remaining anti-air tanks.

"Commencing attack run," one of the E-STAP pilots notified OOM-9 over the comm. Green plasma bombs lit up the night sky as the droid starbombers demolished the clone armor columns. After the first successful run, the shielded E-STAP bombers turned around again and targeted the SPHA-I before it could attack the droid ground forces.

The remaining clone anti-air tank was hard-pressed to handle so many aerial units on its own. Their shield generators protected the bombers that the anti-air tank did manage to hit. While the clone walkers were being blown to pieces, the TX-130 tanks were agile enough to elude the hail of ordinance.

The 8th Fleet's four Techno Union ships, _Famine_, _Pestilence_, _War_, and _Death_ began landing around the outskirts of the city and began deploying large quantities of battle droid infantry units. The droid foot soldiers marched into the city unopposed while OOM-9's armor units kept the heavy Republic vehicles occupied.

As the main Republic defense force took heavy casualties, some of the TX-130 tanks turned and went to attack the droids deploying from the Techno Union ships. A combination of baron battle droids, thermal detonator battle droids, and dwarf spider droids were enough to take down the already softened up fighter tanks.

* * *

EEK-176 called in an orbital strike to demolish the line of eight SPHA-Cs that barred his way to Sayan. The artillery units were packed tightly together, which made it easy for them to be destroyed in a single swift strike. The two speeder platforms that acted as spotters for the orbital strike returned back to EEK-176's main battle force. A group of five Republic 74-Z speeder bikes chased the CIS speeder pair, but turned around and fled before EEK-176's heavy vehicles could target them.

EEK-176 sent a trio of AATs and a MTT to guard his western flank while the rest of his army continued to slowly approach the city. EEK-176 kept his anti-air missile launchers and heavy artillery guns in the rear while the armored scout tanks went ahead to search for enemy emplacements.

EEK-176 encountered a few scattered heavy clone scout walkers along the way. The HAGs softened them up with a few artillery rounds and then the AATs and NR-N99 tank droids finished them off.

* * *

The armored scout tanks discovered a small Republic outpost barring the way into the city. Once again the heavy artillery guns hammered at the GAR vehicles, enticing them to abandon the turrets and attack the CIS battle group. EEK-176's assorted vehicles fought with clone scout and personal walkers while the HAGs then switched their attention to the Republic's turrets.

Once the turrets were obliterated, a platoon attack craft rushed the Republic command center and dropped off a group of battle droids. The B1 infantry units marched in to take control of the base, but the outnumbered clone troopers put up a valiant fight. Of the one hundred and twelve battle droids that went in, only twenty remained by the time the command center was secured.

A group of five gunship fighters came in to harass the droid forces but were driven back by the AMLs. A wave of IFT-X tanks that tried to reclaim the Republic base were beaten back, followed by a wave of clone scout walkers. The GAR seemed intent on not allowing EEK-176 to keep their base. The HAGs camped out around the command center and eventually provoked a genuine retreat from the Republic forces.

Once the fighting had died down, EEK-176 left SSA-719 in charge of the captured Republic command center while he went in to the city itself. EEK-176 split up his army to infiltrate the city from multiple points. His hope was that the Republic couldn't engage them all and that small groups of battle droids would go unnoticed and could stage lethal surprise attacks on clones that were attacking larger groups of CIS droids.

The armored scout tanks went in first to provide general information on enemy troop placement within the city. Various artificial light sources in the industrial city made it easy for both droids and clones to fight in the dead of night.

KJZ-8267 joined in with the scouting teams by trading in his brown-colored E-STAP starbomber for a beige armored scout tank. KJZ-8267 thought it better since bombing runs were currently forbidden within city limits. KJZ-8256 led two other ASTs, and in no time, the trio ran into a pair of 74-Z speeder bikes. KJZ-8267 was able to blast one of them with his tank's laser cannons but the other managed to escape thanks to his teammates' inaccuracy.

KJZ-8267's small group chased after the speeder bike only to run into a legion of Nationalist soldiers. Abridon's Nationalist soldiers were distinct in that they wore orange armor. The local soldiers managed to shoot the clone off his speeder bike. The ASTs then had a go at the foot soldiers. Sporting mainly blaster pistols and rifles, the Nationalist soldiers would be ineffective as long as could only shoot at the front of the armored scout tanks. AST pilots were protected in the front, but vulnerable from the sides, forcing the scout tanks to speed through the infantry ranks and disappear from sight. That or risk being shot from behind. The CIS repulsorcraft pulled it off, and managed to kill a few troopers in the run. They kept going, not stopping to let the soldiers take shots at their backs.

The armored scout tank trio then ran into a Republic troop transport that was headed towards the Nationalist infantry. The scout tanks fired upon the armored transport as they passed, but they did no real damage. The ASTs were so fast that the RTT did not even bother trying to shoot back.

Clone troopers soon emerged from the RTT. The white-armored soldiers engaged the ones clad in orange. Back on the other side of the street where KJZ-8267 had originated from a CIS platoon attack craft arrived and deployed its complement of B1 battle droids, including Sergeant 3B3-888.

The Nationalist infantry were now trapped in-between an army of battle droids and an attack force of clone troopers. The Nationalists fought bravely and died quickly, prompting a laugh from 3B3-888.

Once the Nationalists were out of the way, 3B3-888 quickly tossed two of his V-1 thermal detonators into the clone trooper crowd, causing confusing and mass death. The battle droids took advantage of their superior numbers and swept over the clone ranks like a whirlwind of death. The RTT proved more of a challenge since no one in the infantry group had enough firepower to pierce the armor. That soon changed as 3B3-888 called in a squad of eight heavy beetle troopers. The large bugs flew over and swarmed the slow transport, slowly eating away at it with their riders' KGB acid guns.

* * *

The fight inside the city of Cayla was exactly what both the CIS and Republic hoped to avoid. At the very least, the civilians had the good sense to stay bolted up in the buildings. Between the clones, droids, and Nationalists the battle had denigrated into a three-way brawl. OOM-9's army had numerical superiority, but after a bout of devastation, the Republic and Nationalists seemed to have engaged in an unofficial truce while they dealt with their larger, common enemy.

OOM-9 had his beetle troopers fly up to the tops of buildings and report the movements of enemy troops below. OOM-9 tried to maneuver his army to force the clones and Nationalists onto the same streets, compelling them to confront each other. It was a difficult task as the heavier Republic vehicles often stood their ground and the Nationalist infantry were too eager to retreat.

After chasing his enemies around the city all night, OOM-9 took and held the center. So many of his vehicles were occupied with skirmishes around the city that OOM-9 had to use pilot droids armed with BR-1 repeaters to defend the center. The BR-1 repeater was the CIS equivalent of the Republic's EWHB-10 repeater. The BR-1 was basically a heavy gun mounted on a tripod, though it could be carried and deployed by a single battle droid, a distinct advantage over the EWHB-10, which had to be put together by a team of troopers before it could be used.

OOM-9 eventually left the safety of the city center, preferring to personally engage in the skirmishes that were popping up around various sections of the city.

* * *

Precisely at the crack of dawn, Katen and Zako had reached their destination. The Banking Clan frigate had crashed in the middle of a city. Several buildings were damaged or knocked over, filled with dead civilians. Clone personal and scout walkers surrounded the grounded Banking Clan frigate, mindlessly firing at the vessel's hull while clone infantry marched inside. "Aren't they afraid the structure will collapse on their infantry if they hit it with vehicle fire?" the baron battle droid E2BA-89 asked.

"They are obviously a bunch of idiots," Katen remarked. The walkers were slow to respond to the approaching CIS army and were no match for Zako and Katen's vehicles. Two groups of three NR-N99 tank droids each split up and cleared the enemy vehicles around the ship.

STAPs and AATs cleared away the clone troopers that were outside the ship. Zako and Katen personally led their battle droid troops inside the Banking Clan frigate. The hadn't encountered any of the ships survivors on the outside but there were scattered droid remains, showing that some did survive the crash, if only to be destroyed by the clones.

The squad intermittently found small pockets of clone troopers in various passages and corridors. The clones were easy prey, as their numbers were diminished by the ship's droid defenders. Yet, Katen and Zako's squad never found any functional survivors.

The Separatist team neared the command center, and they still hadn't found any survivors. "Split up into teams of four and search the lower decks. Katen and I will investigate the command bridge," Zako ordered.

"Roger roger," a few of the B1s answered.

Once the droids were out of earshot Katen turned to interrogate Zako. "What we don't get a team of four?"

"We don't need it."

"When'd you get so brave? You always travel with battle droids."

"The droids need each other more than we need them. We have to split up the group to cover more sections of the ships faster; we aren't finding any survivors at the rate we were going. I don't want to tell OOM-9 and Vulpus that we were unable to rescue anyone. Besides, we can handle any clone dirt bag that crosses our path," Zako explained as the two kept walking.

"What if we run into a Jedi, huh smart guy? We're in our officer uniforms right now, not our combat suits."

"When did that stop us before? You have your electrostaff and I have my axe, if we run into a Jedi it will be a fair fight for once. Those idiots never wear armor, it will put us on equal footing."

"Provided they don't use the Force," Katen shot back at her superior officer.

"I must admit, the Jedi we've fought in this war are far weaker than those that have rampaged around the galaxy throughout history."

"You can tell that to Mace Windu when we run into him. With our luck, we would run into the most powerful Jedi Master of this time period…" A blue blaster bolt whizzed by Katen's face. The Major's response was quick and accurate. She hit the clone square in the chest with her commando SE-14 blaster pistol.

The clone trooper dropped to the floor. Katen and Zako scanned the area for more opponents. The clone trooper had been alone. "I surrender," the clone sat upright and rose up his hands in a gesture of surrender. Major Katen turned and gave Zako a look. The expression he gave back told her all she needed to know: they had no time to baby-sit a low-ranked clone on this current mission. "Oh, so sorry, we're not in the mood for cannon fodder prisoners right now, come back when you're a captain or higher." Major Katen shot the clone trooper in the face.

Katen found it easy to shoot unarmed clone troopers in cold blood. For one thing, she, like all those in the Confederacy, did not consider them to be real humans, just semi-sentient goo wrapped up in an armored shell. Humans in the Confederacy had a particular hatred for them. Since the clone troopers were designed after a human, it made the whole species look bad to non-humans. Fighting against an army of "humans" forced CIS humans to have to fight that much harder to prove their loyalty to the Confederacy.

Zako and Katen finally made it onto the bridge. The door had been blown open by a detpack. Several clone and droid corpses littered the floor like so much trash.

"We got here too late," Commander Zako was angered by the sight of pilot droids dead at their stations. The pair heard movement on the lower floor of the bridge, near the front where the center viewport was.

A B2 super battle droid came out of cover and cocked his right arm into firing position.

"Hold your fire 8EX!" a human voice shouted. It wasn't a clone's voice.

Major Katen was surprised, but not by the droid that nearly shot her. She recognized the voice. "Melissa!" Katen shouted.

"Ashley!" The two officers ran up and hugged each other, squealing in delight.

"Can we at least pretend that we're professional officers in the Separatist Droid Army?" Zako asked with disdain.

"Technically I'm a member of the Navy," Captain Melissa Sledge corrected. The human CIS officer had a slender build and short, black hair. "And we're not professional at all," the female officer jokingly added. "Zako, since when do you not travel with battle droids at your side. I thought those things were glued to you. I thought you guys cared about me. I thought you would have sent more droids and gotten here sooner," Sledge pointed accusingly.

"We didn't know you were the captain of this ship," Katen admitted.

"You're awful, you wouldn't have tried as hard for another officer? I'm shocked."

"The rescuee is supposed to be grateful to the rescuer," Katen said. "Or have you forgotten proper protocol regarding rescue operations?"

"Yes, a lesson in proper protocol from Ashley Katen. You'll have to forgive me; I've been under a lot of stress recently. I joined the Navy so that I wouldn't get shot at in person on a daily basis," Sledge kicked a clone corpse in the head. "Because unlike you two, I'm not completely insane yet."

"We love you too," Zako replied. "We better get going and help the search teams look for more survivors. Know where any might be?" Zako asked.

"Nope. Been out of contact with the rest of the ship for a while. Lost the bridge staff to the damned clones. It was just me and 8EX for the longest time."

"Let's get moving."

8EX took point while Zako brought up the rear. Sledge, who had more than her fill of fighting, stuck close to Katen in the middle of the group formation.

"Stop looking at my ass," Sledge told Zako.

"Bah, you wish."

* * *

Safe inside a beige-colored GAT, Commander Vulpus led his droid army against a massive force of clone infantry and vehicles. He had expertly maneuvered his troops and trapped the clone army in a pincer movement. He was losing a lot of droids keeping the clones trapped, but it was worth it to keep them confined for a bombing run. Only a single advanced E-STAP bomber could be spared for this particular battle, but the lone air unit was quite adept at destroying the large swaths of tightly packed clone infantry with its plasma bombs.

After the advanced E-STAP bomber completed three strafes, there was nothing but scrap and broken bones where an army of clones used to be. Super battle droids, flame battle droids, and dwarf spider droids moved in to search the area for any enemy survivors. Vulpus was being tidy, he didn't want any leftovers free to escape to make trouble in the cities, where they would be much more difficult to deal with.

The Separatist Commander received an incoming transmission from Karl Zako reporting that the survivors from the crashed ship had been rescued. Vulpus was glad, though he wished the ship hadn't gone down in the first place. Vulpus felt secure in allowing OOM-9's subordinates to watch over the survivors.

* * *

OOM-9 held the majority of Cayla, however, there was one particular section that the Republic refused to give up. OOM-9 figured the human Jedi that had escaped before must be personally leading the enemy troops in that location, he could think of no other reason why the Republic was doing so well in that particular area, especially since they were falling apart everywhere else.

"The third wave has been destroyed General," a red B1 battle droid informed OOM-9.

"I will deal with this myself," OOM-9 dismissed the droid. "Bring me my new weapon." The MUT pulled alongside OOM-9's armored assault tank. OOM-9 left his tank to the care of pilot droids and entered the MUT as it opened up.

A team of Trade Federation OX9 worker droids carried out the Skg-1 scorpion walker backpack. The worker droids snapped it onto OOM-9's back. Four long, gray, metal legs protruded from the backpack that lifted OOM-9 several meters off the ground. A tail protruded from the center of the backpack that ended in a stinger harpoon mounted on a laser cannon. Two arms came out of the top sides of the backpack that ended in large pincers that housed dual laser cannons built in each claw. The device left OOM-9's hands free to clutch his custom E-5 blaster rifle.

OOM-9 moved around on his new insect-like legs for a bit to make sure that his operational program was downloaded properly. The long legs made a distinctive noise as they moved. When OOM-9 was satisfied that everything was working properly, he went to join his troops in battle.

OOM-9's attack wave did no better than previous ones, until OOM-9 entered the battle personally. OOM-9 skittered across the battlefield with astounding speed; easily avoiding laser blasts from enemy infantry and vehicles alike.

OOM-9 swiftly skittered up to a squad of clone troopers and sent his pincers crashing down on them. The two clones troopers he caught were instantly and bloodily torn apart. OOM-9 fired the built-in pincer lasers at the others, purple blaster bolts tearing through the clone armor as if it were cloth.

A trio of AT-RTs stomped over to OOM-9. With his backpack, OOM-9 was taller than the recon walkers. OOM-9 used his pincers to server the legs of the first walker. The next one he grabbed the driver right out of his seat and snapped him in two. The last walker he cut up the middle with his tail's stinger harpoon.

The impressive feat caught the attention of Bultar Swan. The Jedi ordered an AT-TE and AT-XT to fire on OOM-9. OOM-9 fired his tail harpoon into a building, a long metal chain kept the disembodied stinger and tail connected. OOM-9 blasted himself over to the building with astounding speed when he reeled himself in. The AT-TE and AT-XT couldn't even keep up with the movement, but Bultar Swan did.

The Jedi Guardian ran for the droid general, but he used his insect-like legs to shimmy up the building. Once high enough, OOM-9 leaped off the building and landed on the AT-TE. He used the pincers to tear off the walker's main cannon, and then bashed open the cockpit and killed the pilot. OOM-9 attracted the notice of several clone troopers, none of whom were accurate enough to hit him.

OOM-9 went about killing a few dozen more clones before Bultar Swan finally caught up to him. She thrusted her green lightsaber forward, trying to hit OOM-9's long legs, as she couldn't reach the droid himself. She dared not throw her lightsaber, for it would leave her vulnerable to attack. OOM-9 slashed his pincers at her, but missed the nimble Jedi every time. OOM-9 fired the tail cannon and pincer cannons at the same time, but Swan deflected all purple-colored laser bolts that came her way. Some of the redirects shots even came close to hitting OOM-9.

Swan's clone commander fired an EMP launcher from behind, nailing OOM-9 in the back. OOM-9's walker weapon short-circuited, but the droid himself remained operational.

OOM-9 ejected from the scorpion walker backpack. He turned and shot the clone commander that had ruined his scorpion walker backpack. OOM-9 then fired his E-5 at Bultar Swan, who continued to elude his blaster bolts. The female Jedi ran up and attempted to decapitate the command battle droid. OOM-9 ducked out of the way and punched the Jedi in the shin. Swan stumbled back and OOM-9 hit her with the butt of his E-5 blaster rifle, causing her to drop her lightsaber.

Weaponless, Bultar Swan used the force to yank the gun from OOM-9's hands. OOM-9 immediately charged ahead to tackle her, forcing Swan to move out of the way. Instead of landing in her hand, OOM-9's E-5 ended up on the ground. The Jedi then used the Force to pull over her own weapon, but OOM-9 got in the way and swatted the lightsaber down before it reached Swan's grasp.

"They certainly don't make battle droids like you anymore," Bultar Swan admitted to OOM-9. "If they ever did at all."

"And you've lasted longer than any other Jedi I've encountered so far. But I can keep this up all week, you organics always get tired eventually."

The battle droids and clone troopers were still keeping each other occupied, preventing either side from helping their general. Even without her lightsaber, Swan did not quit. She engaged OOM-9 in hand-to-hand combat, landing several kicks and punches. However, none of her strikes damaged the battle droid. She kept it up, hammering away with her fists. It was all she could do to prevent him from landing a blow of his own.

OOM-9 was getting aggravated. He stomped his metal foot down, trying to crush the Jedi's foot. Swan, of course, eluded the attack at the last possible millisecond. Bultar answered with a punch to the chest, which succeeded only in hurting the Jedi's hand. Swan flinched from the pain, and that slight lapse in her combat stance allowed OOM-9 to tackle her. She tried to struggle, but OOM-9 had a death grip on her left arm. He spun her around a few times and used the momentum to toss her aside. OOM-9 made a dash for his E-5 still on the ground.

OOM-9 reclaimed his weapon. When he turned to aim it, he saw that Bultar Swan had also recovered her lightsaber. The telltale snap-hiss sound accompanied the appearance of the glowing green blade.

"Right back to the start, only you're running out of energy," OOM-9 proclaimed.

"Not exactly. You had that walker backpack and an army of droids at the start," Swan shot back.

"Shut your mouth!" OOM-9 fired his gun with the elite E-5 function.

A clone threw a thermal detonator at OOM-9, who kicked the explosive back towards the clone. "Back off meatbag," OOM-9 warned the clone. Bultar Swan grabbed the detonator with the Force and heaved it back at OOM-9 again. At the moment before impact, OOM-9 threw up his arms to protect himself.

The explosion still blew OOM-9 to pieces. OOM-9's limbs, head, and torso were all scattered in different directions. The great General OOM-9 had been reduced to scrap metal. With their general defeated, the CIS attack group began to falter and fail, as had other attack waves before it.

* * *

**Author's Note:** Commander Vulpus originally appeared in the 4-part comic series _Star Wars: General Grievous_. Though he only has a short appearance, his actions reveal a lot about his personality. Vulpus always keeps a level head and is even able to diffuse a situation in which he and Grievous have an argument and the General brandishes his lightsaber at the Commander. In the comic, his species is never explicitly stated, though Vulpus looks entirely human. Thus I assume him to be a human.

Vulpus' officer uniform is the same design worn by Zako, Katen, and Sledge as I assume that it is the standard for human Separatist officers.

Melissa Sledge is a character of my own creation. Her last name is a reference to the fact that she is crude and violent when in charge of a capital ship, even purposefully crashing into enemy ships as demonstrated in the chapter.

8EX originally appeared in Star Wars Episode II: Attack of the Clones.

Bultar Swan also appeared in Star Wars Episode II: Attack of the Clones.

The planet Abridon made its first appearance in the computer game Star Wars: Force Commander. Sayan is an actual city on Abridon while Cayla is a city of my own creation.

In Force Commander, Abridon had Nationalist soldiers that fought against the Galactic Empire. These troopers inspired me to create the Abridon Nationalist faction in the three-sided battle for Abridon in _OOM-9's Revenge_. The armor of the Nationalist soldiers from both Force Commander and _OOM-9's Revenge_ are intended to look the same.


	14. Suicide Run

**Chapter 14: Suicide Run**

EEK-176 felt a disturbance in the network. OOM-9's signal had disappeared. A lost signal could have resulted from any number of things: enemy jamming devices, hardware malfunction, or destruction. Momentary lapses in connection were known to happen from time to time, so Commander EEK-176 thought nothing of it and continued on with the fight inside the city of Sayan. After fifteen minutes had passed OOM-9's second-in-command became worried. If it was a malfunction, OOM-9 would have been promptly repaired, given the droid's substantial rank and need to stay connected with his military forces. It was unlikely to be an enemy jamming device, as the central control computer assured EEK-176 that the CIS held the majority of the city of Cayla. That left destruction as the most likely reason for OOM-9 dropping off the grid. EEK-176 personally contacted the droids in Cayla and none of them knew where the general was. EEK-176 then contacted Major Ashley Katen.

* * *

Major Katen was still in the confines of the crashed Banking Clan frigate. She pulled out her imagecaster and a small, blue hologram of EEK-176 appeared before her. "What can I do for you Commander?"

"What is your progress with the crashed frigate?"

"The ship has been secured on the outside and we're mopping up the remaining enemy infantry in the interior. The ship's captain and some of droids have been rescued intact. And we can rebuild the one's that didn't make it."

"I have a strong reason to believe that General OOM-9 has been defeated in Cayla. You and Commander Zako are to report to that city immediately and assume control of the operation. I'm sending air transports to pick you up." Katen's eyes widened in disbelief at what she just heard.

Zako turned to look at the hologram. "What? That's impossible."

"Neither of you two are allowed to do anything irresponsible until I get there," EEK-176 commanded, the wording of his orders implying that the two human officers would be allowed to be irresponsible once the battle droid commander arrived.

"Yes sir," Katen acknowledged. The hologram dissipated.

"Come on let's go," Zako turned on his heel. "We need to be ready the second those transports get here."

"Why do I get the feeling that there's about to be a dramatic ground operation?" Captain Melissa Sledge commented.

* * *

"What do you mean General OOM-9 might be destroyed?" Doctor Quartz demanded.

"That's why we need you to bring down that other weapon you finished," Katen said over the viewscreen.

"He's the best employer I've ever had. He always brought fresh clone prisoners for me to torment and the pay was good too. I will bring the weapon down myself immediately. I'm rather fond of the good general," Gatling Quartz messed with his pressure suit. "I've grown accustomed to his face."

Katen stared at the Skakoan for a moment. "He has the exact same face as every other battle droid."

"You can recognize him at a glance," Quartz said.

"Yeah but I've been around battle droids for a long time."

"I've been around long enough," Quartz declared.

"Just get that weapon down here. And bring the marines and commandos with you."

* * *

Neimoidian transports, Trade Federation drop ships, VACs, and C-9979 landing craft quickly ferried Zako and Katen's forces to the secured city center of Cayla. Eleven minutes later EEK-176, SSA-719, KJZ-8267, and 3B3-888 had arrived via a Sheathipede transport shuttle.

"I'm going to go rescue OOM-9," Zako declared once everyone had gathered together.

"That's a suicide mission," EEK-176 warned.

"I'm going. OOM-9 would rescue me."

"No, he wouldn't. He wouldn't dare risk something so stupid," EEK-176 was blunt.

"Then I'm stupid. I'm still going. It is every subordinates' duty to serve their leader to the best of their ability, and since OOM-9 is missing, we're not doing our jobs as well as we should be," Zako was adamant, just as EEK-176 predicted he would be.

"Very well, you have my permission," EEK-176 was a Senior Commander and thus outranked Zako; the command droid tried to remind the human who was in charge. "And I'll accompany you."

"What about the larger battle?" the security battle droid SSA-719 asked.

"Vulpus is doing well against the Republic. Commander Z23-Y75 and Captain Sledge can lead the bulk of our troops for the time being." EEK-176 turned to Katen, "since I assume the Major is going to be joining us."

"Of course," Katen nodded.

A trio of Neimoidian shuttles landed nearby. A squad of marine battle droids emerged from the first ship. A squad of BX droid commandos led by CDC-76 emerged from the second one. Dr. Quartz and a squad of B1 battle droids left the third shuttle. Two of the B1s were carrying an enormous gun.

"Who gets the weapon of mass destruction?" Dr. Quartz asked.

"I wanna try that weapon!" Sergeant 3B3-888 energetically raised up his hand. EEK-176 nodded in approval and the two B1s passed the gun over to 3B3-888.

3B3-888 held the massive weapon with one hand. The gun looked like a super deformed version of an E-5 blaster rifle. The black-colored firearm was as large as 3B3-888's body.

"That is the KnKr-1 doomseeker cannon," Dr. Quartz informed the others. "Designed to turn a typical B-1 battle droid into an unstoppable fighting force. It destroys everything: heavy vehicles, aircraft, turrets, you could even punch holes in the hull of a Republic cruiser with it if you wanted. And you can imagine what it does to infantry."

"OOM-9's gonna be mad that you didn't hand over that weapon earlier," SSA-719 said.

"It hasn't been fully tested. But this is an emergency," Quartz defended himself.

"I wanna hold it," Katen was childlike with her request. 3B3-888 let her take the weapon. The human officer could barely hold it off the ground. "This things heavy!" Katen whined as she struggled to keep from dropping it. "Take it back! Take it back! Take it back!" the Separatist officer yelled. 3B3-888 resumed possession of the KnKr-1 doomseeker cannon.

After Dr. Quartz was finished gloating about the weapon, the group turned to make their attack plan. A holomap of the section of the city the Republic held appeared.

"Contact with OOM-9 was lost around this general location," EEK-176 pointed.

"We'll have to take the area with infantry. Avoid any large explosions that might destroy OOM-9, wherever he is," Zako said.

"There are four Republic artillery units there! Stop trying to get us killed!" Katen berated him. "OOM-9 failed to take this place, and he had vehicles!"

"I don't like it either but we have no choice," Zako stated.

"What about light reconnaissance craft?" the pilot droid KJZ-8267 asked.

"Yes, STAPs and ASTs should be acceptable for the role," EEK-176 said. "And we'll have a horde of hunter-seeker droids on standby to deal with any starfighters that go after the infantry. Most enemy aircraft have been driven from the area but we can't be too careful."

"I say we have a massive infantry charge from the south," Zako suggested. "There's a lot of vehicle wreckage that can be used as cover."

"It won't last long against that artillery," SSA-719 said.

"We'll have to move fast. It's better than nothing," Zako replied.

"The artillery is the key. Once we eliminate that, we can send in MAFs to safely deploy infantry reinforcements all over the area," EEK-176 stated. "Once the battle is over we'll deploy PK and OX9 worker droids to sift through the wreckage for General OOM-9." EEK-176 turned to Z23-Y75, "But if we fail, you are to use heavy vehicles to take the area."

"Roger roger. If you all fail, I will wipe the Republic scum off this planet," Z23-Y75 promised.

"Don't you think you could use at least one armored assault tank?" Dr. Gatling Quartz asked.

Katen raised an eyebrow. "Thinking of joining us eh?"

"Yes. I'm not going to spend the entirety of this war in the lab. And I can think of no other mission that requires my greatness," the scientist boasted.

EEK-176 stared at the Skakoan for a second, and then lowered his snout in thought. "All right Doctor, you're in. Just don't fire the tank's primary cannon all over the place, make sure you hit something."

"Don't worry Commander. My aim is as sharp and smart as my brain. You will not regret my participation."

"All right, let's get ready to move out," EEK-176 ordered.

Melissa Sledge pulled at Ashley Katen. "Yeah, good luck. Sorry I'm not coming but suicidal infantry rushes aren't really my thing. Take 8EX with you, he's good at surviving impossible odds. He made it through the Battle of Geonosis in one piece," Sledge pat the super battle droid on the arm.

"Ok, good deal."

* * *

The battle group had a wide variety of soldiers including: battle droids, super battle droids, droidekas, dwarf spider droids, baron battle droids, marine battle droids, grapple battle droids, flame battle droids, droid commandos, and human CIS shock troopers. Dr. Gatling Quartz stood up out of a gray and blue AAT's top hatch, surveying the battlefield with electrobinoculars. "They know we're here. Infantry are moving into defensive positions and the cannons are turning our way."

"Good. Let them see who their killers are," Zako slammed his helmet down on his head. The purple eyes lit up when the helmet was in place. Karl Zako was encased in his jet-black FR-8 shock trooper armor, which made him look like an overweight B-1 battle droid.

"And it looks like there's a Jedi near the artillery," Quartz added.

"They better hope they have a hundred Jedi if they're going to stand a chance," Katen boasted as she put on her blue-colored helmet. Her snug black and blue combat outfit made her look nothing like a droid. Katen checked her E-6 blaster rifle. She brought a bigger gun than she usually carried for the important fight. Ashley Katen had an uneasy feeling in her stomach; she was very worried about OOM-9 and the chances of the mission's success. She had the terrible feeling that if OOM-9 really was gone, then they were about to follow him to the Maker.

"All right, no time for impressive battle speeches," EEK-176 was jokingly serious. "Charge!"

The CIS infantry broke out into a run. The speedy B1 and marine battle droids were first. The got to the cover of a number of wrecked vehicles just as some clone troopers started to fire at them. EEK-176 was dual-wielding two ZGD gatling guns and cut down the first two enemy squads on his own.

An AT-XT stood guard near the clone artillery. The walker's height gave it a good view of the battlefield. The all terrain experimental transport fired its chin gun in the direction of the droids, but its aim was appalling.

"General, the Separatists must have gone stupid without that droid leader you defeated earlier," a clone captain told Bultar Swan while looking through a pair of electrobinoculars. "This attack wave only has a single AAT in it. How could they possibly think they could take us with just one tank?"

Swan took the electrobinoculars and looked herself. "Those elite human shock troopers and droid commandos are in the battle group. We should not underestimate them. They may send aircraft at us at any moment," the Jedi Guardian warned.

"I wouldn't worry, their fighter squadrons are currently spread all over the planet; and my men excel at infantry combat," the clone captain boasted. "Without heavy tanks they're doomed, just as all the other attack waves before them."

"Heavy vehicles didn't help the previous waves, maybe they're trying something new."

"Or maybe they're desperate and running out of heavy units. After this wave we might be able to launch our own attack and begin to retake this city," the clone captain added.

A trio of AT-RTs burst out to meet the invading CIS infantry. 3B3-888 blasted them one after another with his doomseeker cannon. Giant red laser beams exited out of the large gun, destroying the walkers in a single hit. Then an IFT-X fighter tank came in after the recon walkers were gone but 3B3-888 blasted the tank in a single shot as well. "Ha Ha! I just headshot a tank! I like this gun!" the battle droid sergeant declared.

The droidekas rolled ahead of the their allies and set themselves up. The clone troopers focused on shooting the glowing blue shields. While the destroyer droids kept the clones occupied, the CIS shock troopers and BX droid commandos ran around and blasted them from the side.

The CIS infantry ranks were advancing at a good pace with Quartz's AAT bringing up the rear. The Republic AV-7 anti-vehicle cannons began to open fire on the Separatist army. The droids were advancing fast enough to the point were the clone artillery was constantly aiming too far, thus the deadly blue blasts crashed harmlessly where the droids used to be, rather than where they currently were.

The group's dwarf spider droids were crawling at top speed, to try and stay at the front of the firing line. The durable droids didn't need to take cover when dealing with clone infantry. DSD-08 was at the very front of the entire group, doing his best to blast as many clones as he could and keep moving at top speed. Suddenly the dwarf spider droid stopped moving, right out in the open where clone troopers had a clear shot at him. The spider droid sent EEK-176 an emergency message.

"DSD-08's in trouble. Something's gone wrong, his legs are locked up," EEK-176 informed the others.

"I can fix him," Dr. Quartz declared from up in the armored assault tank.

"Doctor?" EEK-176 asked.

"I can do it." Quartz was sure of himself and his masked face showed no signs of fear. The Skakoan scientist and a pilot battle droid exited out of the tank. "We're ready."

"Go go go!" EEK-176 shouted. EEK-176, Zako, and Katen all ran up and got in front of the DSD-08. EEK-176 was in the dead center with Zako on his left and Katen on his right, all of them blasting away in an attempt to keep the clones confined to cover so they couldn't shoot back. A team of four super battle droids rushed in and lifted the dwarf spider droid up so that Dr. Quartz could easily get underneath. Dr. Quartz and a pilot droid carrying a box of tools followed after the four super battle droids.

The Skakoan rolled under and began to work. "Plasma torch!" he called out for the pilot droid to hand him the tool.

A clone managed to shoot EEK-176 square in the chest, but the hit didn't even phase the hardy command battle droid. He kept both his ZGD gatling guns rattling on, providing an unending stream of red laser fire that lacerated the enemy troops.

"Fusioncutter!" Quartz called for another weapon.

"Hurry up Doc!" Katen screeched. The trio of officers defending the spider droid were firing wildly, spraying lasers everywhere.

3B3-888 and 8EX began leading droids past the point where DSD-08 was stuck, turning some of the attention away from the stranded spider droid and his protectors. 3B3-888 was blasting a variety of walkers. Whether it was the clone personal walkers or the better-armored heavy clone personal walkers, they all were destroyed by a single cannon blast.

Riding in on an armored scout tank, KJZ-8267 led a small group of STAPs and ASTs. The swift repulsorcraft quickly caught up to the CIS infantry and passed them up, blasting clone troopers and catching the attention of the Republic walkers.

The STAP and ASTs easily evaded all enemy fire and went through the entire army, coming up on the anti-vehicle cannons. KJZ-8267 blasted several clones, and took a shot at Bultar Swan, who easily deflected the blasts with her lightsaber. One of the STAPs managed to shoot one of the clone gunners, however another clone simply took the place of his fallen brother. The CIS scout vehicles completed their pass and retreated to the maze of buildings in the city.

"Hydrospanner!" Quartz called for another tool. KJZ-8267's lightening strike had given DSD-08 and his defenders valuable time.

However, EEK-176, Zako, and Katen were still fighting off clone troopers.

The clinks and clicks of Quartz's delicate work was drowned out by the sound of a laser hailstorm. A clone threw a thermal detonator that blew up right in front of EEK-176's defensive group, though it wasn't close enough to harm anyone. Katen blasted the clone who came up short with his throw.

After a few more lightening fast adjustments, Quartz started putting everything back together. A whirlwind of movements later the Skakoan cried out, "Done!" The pilot droid grabbed him and dragged him from out under the spider droid. The four super battle droids lowered DSD-08. Quartz have him a pat, "Get going!" DSD-08 turned to his left and started crawling as fast as he could, making it to cover behind a wrecked tank droid. Quartz, the pilot droid, and the four super battle droids soon followed, while EEK-176, Zako, and Katen were much slower in backing off, as they continued to fire at enemy clone troopers.

The sound of LAATs' engines echoed throughout the battlefront. "Enemy gunships!" SSA-719 yelled. Five LAAT/i gunships filled with clone troopers were heading directly towards the droids.

"Targeting aircraft," the baron battle droid E2BA-89 fired his twin backpack missile launchers and hit the lead LAAT/i right in the cockpit, bringing the gunship down. "Easy kill," E2BA-89 stated as he fired at another LAAT/i gunship. The few marine battle droids and CIS shock troopers that were equipped with E-60R rocket launchers started attacking the remaining gunships. 3B3-888 aimed the doomseeker cannon and was able to blow apart two of the gunships all on his own. 3B3-888 then targeted the distant AT-XT, but the walker had the annoying habit of activated its temporary shield generator right before being hit, thereby keeping the walker alive.

KJZ-8267's repulsorcraft squadron appeared back south again, speeding up through the battlefield to make another run against the clones as the droid infantry advanced.

The STAPs blasted a pair of BARC speeders that moved to intercept them. Though the GAR's heavy vehicles put more attention on the swift CIS craft this time around, the still continued to miss hitting them. An AT-TE was particularly focused on shooting them down, though it continually missed.

The AT-TE targeted KJZ-8267 and landed a direct hit with its' mass-driver cannon. The armored scout tank was destroyed and the pilot droid was violently flung onto the ground. KJZ-8267 was missing his right leg, the pilot droid tried to crawl away toward his allies amidst the firefight.

"KJZ's down!" Katen warned the others as they made it to cover. Zako bolted from out of cover and ran for the wounded droid. A marine battle droid and B1 battle droid ran with him. "Cover them!" Katen yelled. SSA-719 also sprinted out of cover, but went towards the AT-TE; two droidekas followed the security droid.

Zako ran as fast as he could, determined not to lose anyone on the mission to rescue OOM-9. A blue blaster bolt impacted on his right shoulder, causing him to stumble and fall down right in front of KJZ-8267.

Zako shoved his E-5 into KJZ-8267's hands, got up, picked up the droid and draped him over his shoulder and ran back. Zako, the B1 and the marine droid turned and ran back for cover, blue blaster bolts nipping at their heels. While draped over Zako's shoulder, KJZ-8267 fired back with the E-5 blaster rifle.

The two destroyer droids helped SSA-719 clear out any clone troopers near the AT-TE. SSA-719 planted the time bomb just under the cockpit of the AT-TE and ran back for cover. A clone sergeant had noticed what the security droid had done. "Get that bomb off of there!" the sergeant ordered a subordinate. The TB-47 time bomb detonated before the clone could remove it, destroying the unlucky soldier and the armored walker.

Just as Zako and his small team made it to cover, the Separatist commander was shot in the back. He fell over, dropping KJZ-8267, but they were safely back with the other droids and CIS shock troopers.

"You all right?" Zako asked KJZ-8267.

"I'm missing a leg. What about you?" the pilot droid inquired about him being shot.

"Just impacted on my armor. I'll be fine."

"Don't stop! Keep moving!" EEK-176 ordered. The CIS troops started sprinting in the direction where Zako had just ran from.

The CIS attack group was nearly on top of the AV-7 anti-vehicle cannons now. The clone troopers had suddenly become desperate but were no match for the droid commandos and CIS shock troopers, especially when the flame battle droids were setting the clones on fire. Bultar Swan activated her lightsaber. The AT-XT was the last heavy vehicle separating the Separatist attackers from the clone artillery guns. The walker fired, but still failed to hit its targets, even at close range.

A pair of grapple droids each grabbed on to one of the AT-XT's legs and pulled them apart, sending the head crashing down. The annoying walker that had been shooting at the CIS the whole battle was easily defeated. The clone pilot crawled out of the crashed cockpit only to be pummeled to death by the four grapple droids.

CDC-76 charged in at Bultar Swan and swung his vibrosword hard. Bultar Swan would have been decapitated had she not gotten out of the way at the last second. A trio of BX droid commandos firing their commando E-5 rifles forced the Jedi to back away from CDC-76. GD-79 charged in at the Jedi but Swan was able to flip over the droid to avoid getting tackled.

EEK-176 turned his two gatling guns on Swan. The Jedi Guardian zigzagged back and forth to avoid being hit.

"Quick, but not quick enough," EEK-176 kept firing. However, Swan was just quick enough to escape to a parked 74-Z speeder bike and take off.

The baron battle droids turned their missiles on the artillery units, destroying the lightly armored cannons. The gunners abandoned their stations at the last possible second but were shot up by B1 battle droids and droidekas.

With the artillery destroyed, the mechanized assault flyers came in and started dropping off reinforcements all over the place. The clones were suddenly outnumbered in all directions and were massacred.

Clones suddenly started surrendering all over the place. Including Swan's clone captain. When SSA-719 and two flame battle droids pointed their weapons at him, he quickly dropped his DC-15S blaster and gave up.

The battle had been won. The CIS infantry started to round up the clone survivors. Zako, Katen and Quartz started to search for any signs of OOM-9. An interesting unit caught the attention of Dr. Quartz and Zako. "Maybe it might now where OOM-9 is," Quartz suggested.

Dr. Quartz and Commander Zako blocked the path of a clueless Republic astromech droid that had been milling about the area, apparently oblivious to the dramatic battle that had just taken place. The R3 unit beeped at them.

"I need subtitles for this guy," Quartz said.

"You're a master engineer and you can't communicate with an astromech?"

"The expensive trash cans have never been worth the time. My efforts would be better rewarded in other ventures. Translate for me."

"I can't," Zako admitted.

"I thought you were good with droids," Quartz pointed at the armored officer accusingly.

"Most of what I know is the Separatist battle droid languages, homing spider droids, tank droids, hailfire droids, dwarf spider droids. Never spent much time around astromechs. I only know enough astromech to ask where the escape pod is. I can understand the R1s a little better but an R3 is beyond me," Zako answered.

The astromech beeped at them again. Zako assumed it was an insult. "Stupid bucket of bolts," he kicked the droid over.

"This is just sad. Two smart guys can't figure out of to communicate with a simple astromech," 3B3-888 commented.

"Can you speak it?" Zako challenged, though he already knew the answer.

"No, the central control computer does, I will relay the conversation and it will translate for me."

"I'm over here." Katen heard the familiar voice and smiled.

"I found the General!" Katen called out to the others. Ashley Katen went over and picked up OOM-9's disembodied head. "I seem to remember a similar situation on Raxus Prime. You know, we'll never get ahead in this war if this keeps happening."

"I'm not in the mood for your jokes Major."

Katen's mouth opened again. "Don't you say a word. No headless jokes Major. Don't you do it. I will make your life a living hell," OOM-9 threatened. "I will make you the head of the next space assault, without a starfighter! Not one more word!"

Even though OOM-9 was incapable of facial expressions, Katen knew he was giving her the evil eye. The CIS officer smiled. "Oh look! There's one of your arms General." Katen moved to pick up OOM-9's left arm.

"Hey, thanks for giving me a han-"

"Shut it Major!" OOM-9 cut her off. "No disembodiment jokes! I'm not in the mood for your mouth right now."

"All right, all right. Don't blow a gasket. Hey Karl! Those CIS emblems you painted on their shoulder plates were good for something! Look how easy it is to identify their arms around the battlefield!"

"That was not my original intention," Zako said.

"I know! I'm surprised you did something useful!"

"Shut up Ashley. Oh, I found the body!" A random command droid torso Zako happened to turn over bared OOM-9's name on the back.

Shortly after the mission, the CCC confirmed that no droids had been lost in the fight. "Yeah! We just took no casualties on a suicide mission!" SSA-719 exclaimed. "How you like that? Bet you don't!" the security battle droid taunted the clone captain prisoner. In his enthusiasm SSA-719 punched the clone captain in the face and knocked him out cold. After realizing what he had done, SSA-719 laughed.

"What do you mean no casualties? What about this?" KJZ-8267 held up his leg.

"Relax, I can have that screwed back on in two minutes," Quartz said as he passed by.

* * *

A Neimoidian transport flew in to drop off PK and OX9 worker droids that went about collecting the pieces of battle droids lying around from previous attack waves.

OOM-9's body parts were easily found and Dr. Gatling Quartz started to put the droid general back together again.

After testing an E-5 she found on the ground, Katen realized it was OOM-9's. "I found OOM-9's custom blaster!"

As Quartz worked on OOM-9, Zako and Katen turned their attention to DSD-08 to make sure the dwarf spider droid was still functioning properly.

"Let's take a close look to make sure you're fully operational," Zako told DSD-08 as he started to take the droid apart to look at his innards.

DSD-08 beeped, protesting Major Katen's participation.

"What are you being shy for? You don't got anything I haven't seen before."

"He's just embarrassed about being exposed to such a pretty lady," Zako's voice had a touch of sarcasm. DSD-08 beeped again.

"I'll show you something new."

"Please don't flash the droid Ashley. Sexual harassment is a serious offense, you know."

"It's not sexual harassment if the aggressor is an attractive woman," Katen put her hands on her hips.

"You got me there, I can't argue against that."

* * *

After Zako and Katen made sure that DSD-08 was alright, EEK-176 ordered the two humans back to the city center to resume command of the larger droid presence in the metropolis.

"Hey you two. How'd it go?" Captain Melissa Sledge asked Katen and Zako when they made it to the city center via a Neimoidian shuttle.

"We found OOM-9, he's going to be alright," Zako answered as they approached the portable command center.

"We took no casualties on the mission!" Katen exclaimed. "You should have gone with us. It was fun."

"Maybe next time."

"So, how's the rest of the city doing?" Zako asked.

"The Republic's falling apart all over the place. You guys must have really crippled them in that battle. Z23-Y75 took a battalion to chase a convoy of RTTs that was spotted evacuating the city. Not much for me to do right now. The Nationalists are more of a challenge at this point," Sledge explained.

A 74-Z speeder bike came barreling down through the city center. A pilot droid with a BR-1 repeater managed to blast the bike but the rider flipped off and landed on the ground.

"It's that Jedi again!" Katen yelled.

Bultar Swan ran towards the command center.

"Look out!" "Run!" Unarmed pilot battle droids scrambled to get out of the Jedi's way as she ran towards Zako, who unhooked the ZK-II war-axe from his belt and activated it. "Come on you Jedi witch!" Zako swiped at Bultar Swan as she leaped over him. She landed behind the Separatist commander and taunted, "Your attacks are as lowbrow as your insults." Zako fired his E-5 blaster, "insults are supposed to be lowbrow, that's the point!"

Katen came in with her electrostaff, twirling it around excessively in a show of force. She swiped at the Jedi several times, but Swan was able to meet and counter every strike. Sledge and the weaponless pilot droids quickly armed themselves.

After Katen proved to be an adept combatant, Bultar Swan Force pushed her into some supply crates.

Swan then turned to Zako, who was now backed up by Sledge and a trio of pilot battle droids. The group charged in after the Jedi. Zako went in first, giving two wide slashes that missed the Jedi. One of the pilot droids fired a RD-4 radiation launcher, forcing Swan to back off away from Zako. Sledge and another pilot droid fired SE-14 pistols, but the shots were simply deflected.

Katen got back up, knocking the boxes around her all over. "You bitch!" She ran up to Swan again, violently striking with her electrostaff. "I'm your opponent!" Katen thundered.

A trio of GATs came in, finally forcing Bultar Swan to retreat. She got back on her speeder bike and fled.

"She's good at retreating, I'll give her that," Katen admitted.

"I really should have destroyed that bike when she wasn't on it," Sledge admitted.

The crew of the three GATs turned out to be OOM-9, EEK-176, SSA-719, KJZ-8267, 3B3-888, and Dr. Quartz.

"What about that Jedi?" Katen asked the battle droids that left the ground armored tanks.

"We've ordered a trio of Vulture droids to follow that speeder bike. She'll lead them to wherever the Republic is congregating now," EEK-176 replied. "And I don't think it will be in this city anymore."

"My neck isn't quite right, Commander Zako will fix it," OOM-9 said to Dr. Quartz as they left a gray and blue GAT.

"Yes, very well, I only brought you back from the dead," Quartz grumbled.

"I was hardly dead, my head still had energy to spare before you pieced me back together."

Zako picked up a hydrospanner and went to work on OOM-9's neck. Twisting his head back and forth as if he were going to snap it off. Zako worked like he was a professional chiropractor for battle droids. Cracking metals sounds came from the movement.

"There, how's that?"

"Excellent, I feel much better."

"Better than new," Zako patted OOM-9 on the shoulder.

"I see your legs back on," Katen said to KJZ-8267.

"Under two minutes, just as I said," Quartz interjected.

* * *

The next day it was revealed that Bultar Swan had gone to Abridon's capital city, where a good many Republic vehicles had been sighted. The Republic was doing poorly and now seemed to be focusing on winning a showboat victory.

OOM-9's army set out, they did not have to travel far as the capital was close to Sayan. Vulpus' forces were nearby and were going to join with OOM-9's at the capital city.

Vulpus' forces was receiving most of the Republic resistance as the droid armies neared the city, making it much easier for OOM-9. OOM-9 sent in heavy STAPs to scout out Republic locations, and was able to send his bio cannons to destroy several sentry posts and turrets before the Republic ever realized OOM-9's army was even approaching.

Eventually the GAR answered OOM-9 with TX-130 fighter tanks and A5-RX battle tanks. OOM-9 sent his hailfire droids against them, as they would not be as useful inside the city, considering the amount of civilian casualties their missiles might cause.

OOM-9 sent EEK-176 to assist Commander Vulpus in taking out a command center the GAR had erected right in front of the city. The rest of OOM-9's army continued toward the government buildings.

A squadron of gunship fighters came to harass the droid armies, only to be shot down by AMLs and Scarab starfighters. OOM-9 soon realized why the fighting had been so easy, the Grand Army of the Republic was already bogged down in an intense standoff with the Abridon Nationalists. The CIS had shown up at the perfect time to mow down everyone.

A few turret towers guarded the bridge leading to the government mound. The HAGs and bio cannons made short work of the defensive structures. The droid army marched across the bridge unopposed. Shortly after the bridge, OOM-9 ordered his army to halt, and they simply watched as the Nationalists and Republic tore at each other. Once it was clear that the clones were winning, OOM-9 ordered a charge, and NR-N99 tanks droids came in and rolled right over most of the enemy troops, leaving little for the AATs and GATs to shoot.

OOM-9 spotted a familiar green lightsaber amongst the fighting. He turned his AAT to the Jedi and charged in. "I'm back!" the droid general thundered.

Bultar Swan recognized the voice. "You again?" The Jedi Guardian ran up the tank to strike down OOM-9. OOM-9 blocked her lightsaber with a ZK-II war-axe. "Don't be so surprised. Droid don't die," OOM-9 pointed his E-5 with his free hand and fired the shotgun function. Swan was able to fall away but OOM-9 kept firing at her, OOM-9 seemed hateful as he continually switch the firing functions of the E-5 trying to hit the Jedi with everything his custom E-5 offered.

OOM-9's armored assault tank fired it laser blasters and shell projectile launchers at the Jedi. Bultar Swan ran into the gardens out in front of the government mound.

Nationalist infantry were hiding amongst the pretty flowers. SSA-719 and 3B3-888 led B1 and B2 battle droids through the gardens, blasting Nationalists and looking for Bultar Swan. KJZ-8267's STAP squadron flew over the gardens to blast a pair of personal clone walkers that were on the far side of the gardens, protecting the government mound.

Guarded by armored scout tanks, an MUT drove right up to the government buildings and unleashed BX droid commandos and flame battle droids to capture the buildings. Plasma battle droids stood guard to make sure no hostiles got in or out of the government facilities.

EEK-176 reported in to let OOM-9 know that he and Commander Vulpus were successful in destroying the Republic base.

OOM-9's AAT sat idle in front of the gardens, protected by a pair of ASTs and STAPs, and a squad of super battle droids, just in case. SSA-719 appeared from out of the flowers. "We lost the Jedi, General. She got away again."

"It does not matter. She will not stay hidden for long."


	15. Secret Tunnels

**Chapter 15: Secret Tunnels**

Obi-wan Jakoby and his four clone commandos finished off another legion of B1 battle droids. Whether they were up against one or one hundred the result was always the same, boredom. Destroying the Separatists' battle droids had become easy.

The greatest challenges of the war came not from the droid army, but from the organics that partook in opposing the Galactic Republic. Such as Mako Woundo's leader, President Umberto. The search for President Umberto had been slow and agonizing. Mako Woundo was only known for its unrelenting hailstorms, but under the surface there was a huge underground system of cities, tunnels, and caverns that kept providing the Separatist cowards with opportunities to prolong the fighting. What made the situation so slow and aggravating was that the Confederates had been planting mines and detpacks in the tunnels to kill anyone who tried to get through them. Teams of expendable Kaminoan worker droids were used as minesweepers to allow the GAR to continue onward in the deep dark depths of Mako Woundo.

* * *

Jakoby used Force push to knock over a trio of battle droids. He then ran up and sliced off their heads while they were still on the ground. Another droid tried to avenge his fallen comrades, but has decapitated by the Jedi Weapon Master.

"Go go go!" Tai waved on the squad of Kaminoan worker droids to begin their inspection of the upcoming tunnel. Jakoby and his commandos had made a game out of seeing when they could send the makeshift minesweepers while they were still fighting the battle droids and not get any of the Kaminoan worker droids killed. There were still eight operational B1 battle droids fighting when the Kaminoan worker droids set out for their task. Eight battle droids was a new record, the previous one being six.

The commandos quickly finished off the hapless B1s with no difficulty. A clone trooper sergeant by the name of Gnasher came up from the tunnel Jakoby had originally emerged from. "Sir," the clone saluted.

"What is it Gnasher?" Jakoby asked.

"A message from the Jedi Council," the clone sergeant handed Jakoby an imagecaster. Jakoby watched the recording. This deep underground, communications were easily disrupted and the GAR had to make due with runners to deliver messages. Sending runners was time consuming, but the only reliable means of long-range communication. The message instructed Obi-wan Jakoby to quell unrest growing on the planet Kalaan before it evolved into a full-scale rebellion against the Republic.

"The old folks want me to go fix Kalaan? I haven't finished with this miserable planet yet."

"We are making progress sir, it shouldn't be much longer," Ace spoke.

"You said that two days ago," Jakoby reminded the clone commando.

"Sooner or later I'm going to be right sir."

As Jakoby and Ace conversed, Kicker kicked battle droid parts around the cavern while Jack cleaned his rifle. Tai looked over to see how the Kaminoan worker droids were progressing with the new tunnel and noticed that he didn't see any signs of movement.

"Ah General, I think something happened to the worker droids," Tai said.

"What? Impossible. I made sure they got past the battle droids. They were fine."

"There's no activity in the tunnel sir," Tai pointed.

"Let's check it out," Ace ordered.

"You stay here," Jakoby told Gnasher. The clone sergeant gripped his DC-15 shotgun, wishing he could join the others.

The clone commandos turned on their floodlights and had their weapons at the ready as they entered the new tunnel.

"Look, the droids, they've been shot up," Jack observed as they went further in.

"There's no one here," Kicker was disappointed; the clone wanted another fight.

"Perhaps the clankers that shot them ran off," Tai suggested.

Jakoby looked around the tunnel, yet saw nothing. Suddenly, he felt a disturbance in the Force. "Get down!" Jakoby knocked Tai to the ground as a blaster bolt flew the clone's way.

A spelunker probe droid, as known as a chameleon droid, appeared from out of nowhere. Having given its position away, the droid saw no need to continue to use its camouflage.

"Blast it!" Ace yelled.

Two more chameleon droids appeared, but they were on the ceiling. The three droids rained down fire at the clone commandos. Kicker destroyed one with his anti-armor attachment while Ace, Jack, and Tai blasted the other on the ceiling. Jakoby rushed in, moving left to right in quick bursts to throw off the remaining droid's aim. Obi-wan Jakoby decapitated the droid that had attacked from the ground.

"These droids might have planted mines. We need to get another squad of Kaminoan worker droids in here," Jack said.

"Great, now this will take even longer," Kicker whined.

"So you want to sweep for the mines yourself?" Ace asked.

"No," Kicker answered.

"Patience," Jakoby cut in. "The Seppers have only bought themselves some time. They are running out of places to hide from us."

"Hey, a moment ago you were the one who was getting impatient," Ace accused his Jedi General.

"Yes, but this changes things. They're sending their higher-quality droids against us now. That means we must be getting close to the President."

Another group of Kaminoan worker droids was brought in and swept the tunnel for mines and other traps. Once the Republic droids reached the end of the tunnel and the opening to a new cave they turned around and beeped an all clear signal to the clones, and then were immediately blown apart.

"We're running out of droids," Jack said.

Jakoby used the Force and rushed forward to where the droids had been blown up.

"Sir!" Ace exclaimed. "Wait for us!"

Jakoby ran out to the new cavern. A pair of mortars came down on him and the Jedi rolled out of the way just in time.

Jakoby looked to see two thermal detonator battle droids on the top of a steep hill. The gray-colored droids launched another pair of mortars that forced the Jedi to move again.

"You run better than you shoot," one of the thermal detonator battle droids said.

"We defeated you before and we'll do it again," the other droid grenadier taunted.

Obi-wan Jakoby took in what they said and couldn't believe it. "It was you two that destroyed my heavy AT-TE!"

"Yes," the droid grenadier DG-13 answered.

"It was quite easy," TDD-14 added.

"Do you tweezers have any idea how expensive that thing was? I'll be the laughing stock of the Grand Army for losing it to a couple of battle droids!"

"You're about to lose more than just that dumb walker," DG-13 threatened.

"I'm not losing anything. But you two are about to lose your heads!" Jakoby broke into a run towards the two droids. In his haste, Jakoby tripped over an antenna sticking out of the ground and a retail droid sprang up. The retail droid shot at Jakoby, but the Jedi rolled out of the way, into another antenna sticking out of the ground. Another LR-57 combat droid sprang out of the ground. The two droid grenadiers started firing off their mortars again, this time aiming directly at the ceiling. Rocks were broken lose and fell all around the cavern, but Jakoby was able to avoid all tumbling obstacles.

"You idiots are going to bring the whole planet down on us!" Jakoby criticized the droids' attack plan.

"Just on you!"

The clone commandos finally caught up and started shooting at the backsides of the retail droids. The commandos weren't damaging the droids fast enough.

"Tai, droid popper!" Ace ordered.

Tai tossed an EMP grenade between the two retail droids, temporarily stunning them. Jakoby turned around and quickly sliced the LR-57 droids in half.

The commandos ran up to their General, and the group of five charged up the hill to the mortar droids.

But the two thermal detonator battle droids had disappeared.

"Where'd they go?" Tai asked.

"They couldn't have disappeared," Jack exclaimed.

Jakoby reached out with his feelings, letting the Force flow through him. The Jedi walked over to a specific part of a wall and pushed an odd-looking embedded rock. A secret passageway opened up. "This way." The group made their way into the new passage.

"Should we send someone back to tell the others what happened?" Tai asked.

"They'll figure it out," Jakoby said. "We can't lose those battle droids."

As the squad continued walking, the pass way kept getting darker and darker. Kicker stepped on a soil slug. The creature made a high-pitched squeak as it was crushed.

"Be quiet! You want to alert the entire droid army of our presence?" Ace scolded.

"I can't help it. These things are everywhere. Besides, if they were here I'm sure we'd here the clumsy battle droids crushing these things left and right."

The narrow, dark passage opened up to a larger cavern. The group walked along a narrow path that ran parallel to an underground river. "I wonder how deep that is?" Tai asked to no one in particular.

"Let's not find out," Jakoby said.

The new cavern was enormous. The winding river, rock formations, and giant stalactites and stalagmites made the area confusing and obscured the route the droids had taken.

"All right we better stop," Jakoby admitted. "The others won't be able to find us through all this. The group stopped and sent Jack back to get the other clone troopers.

"What do you think will happen to us when the war is over?" Tai asked the group as they waited.

"We provide security for the Republic's citizens," Ace answered.

"How boring, I wanna fight," Kicker declared.

"I'm sure Separatist remnants will pop their heads up now and again," Ace said. "Then you can swat them down."

"It won't be the same as fighting a gigantic droid army."

"Just how long do you want the war to last?" Tai asked.

"Until the end of my life," Kicker honestly answered.

"Lucky you. We're all going to be killed in this war at some point," Ace stated.

"I meant at the end of my natural life. I don't plan on losing to these droid chumps."

"There's nothing natural about our lives. We age at an accelerated rate. We aren't going to last that long," Tai was solemn. "Damn Kaminoans could have at least cured the aging process when we reached maturity."

"Then we'll have to visit Kamino sometime and persuade our creators to fix that little problem," Kicker said evilly.

"I agree," Jakoby cut in the conversation. "You all deserve that much for your service to the Republic."

* * *

It took Jack twenty-five minutes to return with a small army of regular clone troopers. Jakoby and the three other commandos had stayed put the entire time, basically guaranteeing the two droid grenadiers a successful escape.

"Big place…." Gnasher looked around.

The group's clone commander approached Obi-wan Jakoby. It was Lancer, a clone famous for striking three IG lancer droids in a single swipe during a speeder bike joust. Unfortunately, the clone's affinity for speeder bike combat didn't help in Mako Woundo's underground.

"General, we've brought four squads of Kaminoan worker droids," Lancer reported.

"Good, very good. We have some exploring to do."

A pair of mortars flew threw the air and demolished the new Kaminoan worker droids. The clone troopers scattered and took cover where they could.

"If you were smart you would have aimed at me first!" Jakoby yelled at the grenadier droids.

"We did aim at you," a droid yelled back, but Jakoby couldn't determine from where.

"Well, your aim sucks!" Jakoby hollered at the droids.

Suddenly, super battle droids and E4 baron droids started appearing out of nowhere. The clones fought back, but were vastly outnumbered.

Jakoby used the Force to jump up, and came down on a super battle droid, slicing it down the middle. It was a trick he often employed against B2s, as their heads were buried in their torsos, they had no neck and couldn't easily adjust to quick changes in a target's elevation. Clone jet troopers could also exploit the weakness, but it was a favorite maneuver of young, athletic Jedi. The B2s' lack of a neck was one of the things that kept the old B1s in service.

Obi-wan Jakoby started turning the tide against the droids. The clones were now the ones ganging up on the droids rather than the other way around. Mortars began raining down again and Jakoby broke off from the main fight to find their source.

The Jedi found the two droid grenadiers perched atop another hill. The two droids stopped firing their mortar tubes when they realized they were spotted. But instead of running, they started throwing V-1 thermal detonators down at Jakoby.

The Jedi kept evading but the droids kept throwing more explosives. DG-13 and TDD-14 had an entire crate of V-1 thermal detonators with them and weren't about to run out anytime soon. Jakoby couldn't even get near the droids as they kept throwing the grenades.

A clone lieutenant broke off from the main fight to assist the Jedi. "Minecar, get me that crate," Jakoby ordered.

Lieutenant Minecar complied, firing his ascension cable at the crate. It hit, but before the clone could drag it off, DG-13 grabbed onto the box. Minecar and DG-13 were engaged in a game of tug-of-war while TDD-14 continued to throw thermal detonators at Obi-wan Jakoby. But with only one opponent throwing bombs at him, Jakoby was able to make his way closer to the droids.

When he realized how close the Jedi was getting, DG-13 let go of the crate and the contents spilled all over the place. TDD-14 tossed one last thermal detonator onto the floor, causing all the spilled explosives to ignite.

Minecar was able to take cover behind a boulder and Jakoby outran the explosions with the aid of the Force. The two grenadier droids hooked their mortars onto their backs and left through yet another tunnel.

Jakoby kept running, all the way back to the big fight. He ran up behind a baron droid and slashed it apart from behind. Then he realized it had been the last droid.

"Easy General, they're just droids," Ace said.

"I saw the tunnel the two grenadiers went through. Come on, we have to hurry before they set up defenses again."

"Yes sir. You heard the General boys, get moving," Lancer told the clones.

The small clone army marched towards and through the new tunnel, but was met with a surprise when they came out the other end. There was an enormous cavern with a crystal mountain on the ceiling coming down at a crystal mountain on the bottom. Various artificial light sources lit up the area and made the two mountains glow various colors.

"This is it, Mirror Horizon," Tai said.

"I thought the locals were lying when they mentioned this place," Lancer admitted.

"How is that even possible?" Gnasher asked.

"Enough sightseeing, here they come!" Ace yelled.

B1 and B2 battle droids began firing on the clone intruders. The clone army was quick to break ranks in order prevent becoming a large, easily targeted mass of bodies.

A pilot droid set up a BR-1 repeater and immediately massacred six clone troopers. Jack threw and thermal detonator which Jakoby guided with the Force to the repeater's location.

The clone army began to push the droid defenders back, but the closer they got to the crystal mountain the more battle droids there were.

* * *

"They've found us," Umberto complained to the command droid SRAM-13. SRAM-13 had been one of the command droids in charge of the Trade Federation military during the First Battle of Alaris Prime, but he had been defeated by the Wookiees and evicted from the moon. Most recently, OOM-9 had assigned him to protect Mako Woundo, another task at which he was performing poorly.

"We'll pull you back to safety Mr. President," SRAM-13 answered.

"Safety? We're never safe as long as those clones keep coming after us. And we're running out of places to hide. You will deal with this now," Umberto badgered the command droid.

"I intend to." SRAM-13 waved on a group of droidekas to attack.

* * *

A giant subterranean millipede decided to crawl through the firefight. Jakoby and his commandos ran up and took cover behind the meter tall bug. The droids simply shot the millipede full of holes and the creature screeched and died. The corpse still gave the clones cover.

The clone army used up the supply of EMP grenades stripping the droidekas of their shields, but the destroyer droids were easy targets without them. Safely out of harms way, DG-13 and TDD-14 started launching mortars again when they saw that the droidekas were losing.

Jakoby pulled ahead of the battle and headed straight for Mako Woundo's Head of State.

"Ha ha ha! You're dead Jedi!" Umberto exclaimed.

"What are you laughing about? Even if you do defeat me, how will you take back the planet from the clone army?"

"Shut up!" Umberto shouted. "Kill him," Umberto ordered a Neimoidian brute. Neimoidian brutes were giant beings genetically modified to be dangerous killers. Equipped with a heavy vibro mace, the brute charged at the Jedi.

Jakoby rolled out of the way but the brute followed his movements and swung again. Jakoby was able to block it just in time with both his lightsabers but was knocked back by the sheer force of the strike.

The colossal Neimoidian charged in and missed once again. The brute brought up his giant mace and smashed it into the ground where Jakoby had been a second before. Jakoby rushed in to slash at the Neimoidian's torso but the brute backhanded him before he could make contact.

SRAM-13 and two dwarf spider droids joined in on the fight. The spider droids were in rapid-fire mode and killed many clones. The trio was dangerous enough that they halted the clone army's advance.

"Get the Jedi! Get the Jedi!" Umberto yelled at SRAM-13. The command droid and two dwarf spider droids turned around and headed towards Obi-wan Jakoby.

The fight between the Jedi and the Neimoidian brute was getting dangerously close to DG-13 and TDD-14, but the two droids still continued to fire their mortars at the clone army.

The brute swung his mace again, prompting Jakoby to flip up and decapitate the mighty warrior. As soon as Jakoby was done with the Neimoidian, SRAM-13 and the spider droids started shooting at him. Jakoby deflected their blasts back at them, convincing the spider droids to break off.

SRAM-13 duel-wielded an E-5 blaster rifle and SE-14 blaster pistol, and was convinced one of his blaster bolts would eventually strike the Jedi.

Jakoby leapt into the air and came down at the battle droid, slicing off both his arms at once. An armless SRAM-13 wobbled around for a moment, then Jakoby Force pushed him into DG-13 and TDD-14.

The thermal detonator battle droids got back up and helped their armless commander to his feet. Jakoby moved in to finish them off but was stopped by a chameleon droid that appeared from out of nowhere.

As the spelunker probe droid kept the Jedi busy, SRAM-13, DG-13, TDD-14, and the two dwarf spider droids ran for another tunnel to escape from the battle. President Umberto was separated and couldn't keep up with the retreating droids. Umberto finally stopped when Gnasher pointed a DC-15 shotgun at him. "I give up," he told the clone.

Jakoby destroyed the chameleon droid and was joined by his clone army, which had finished wiping out the droid army. Together, the Republic mass ran after the droids.

However, SRAM-13 and his cohorts escaped through the new tunnel.

"Stop!" Jakoby ordered his army. The clones immediately obeyed.

"They're getting away sir," Minecar said.

"They like running so much, I think I'll show them a fate worse than destruction at the hands of my marvelous clone army." Jakoby called on the Force with all his might and caused a cave-in, sealing the tunnel through which the droids had gone.

* * *

The droid group stopped and turned around to examine Jakoby's handiwork.

"What did that idiot Jedi do?" DG-13 asked.

"Why'd he do that?" TDD-14 was confused.

"Umberto said this way was a dead end," SRAM-13 said.

"We're trapped!" TDD-14 exclaimed.

"How would the Jedi know this way was a dead end?"

The two dwarf spider droids beeped in disapproval.

"What do we do now?"

"We blow ourselves out," SRAM-13 declared.

"I'm out of mortars," TDD-14 said.

"Me too," DG-13 added.

"What about V-1 thermal detonators?"

"Depleted," both grenadiers answered at once.

"Then I guess we have to dig ourselves out."

"But sir, you don't even have any arms, and the spiders can't dig."

"Then you two better get started."


	16. Best Friends

**Chapter 16: Best Friends**

"I'm a businessman." The B1 battle droid 3B3-888 pointed the massive KnKr-1 doomseeker cannon at a trio of clone troopers.

"I'm in the business of kicking ass." The clones aimed their DC-15A rifles at the talkative droid. "And business is booming."

Guns still trained on their opponent, the clones turned to look at each other, confused at what they were hearing coming from the vocabulator of a battle droid. The clones were also surprised at the massive size of the weapon the droid held.

"I'm looking to expand my business."

One of the clones started to say something, and 3B3-888 took down all three with one blast from the massive gun.

"I guess I overextended my business, there aren't many asses to kick anymore." There was nothing left but red goo and a few shards of armor where the clones had been.

"Was that really necessary?" the security battle droid SSA-719 clutched an E-60R rocket launcher.

"Absolutely. I vomited words to stupefy those idiots and they never even shot at me. The last thing those self-absorbed clones expect is a clever battle droid."

"You kept talking even after they were dead."

"It was funny. You're just mad you didn't get to use that rocket launcher." An AT-RT swiftly approached the two droids. "You can take care of that one," 3B3-888 said. SSA-719 fired the rocket launcher and destroyed the hostile recon walker. The driver survived and tried to crawl away. SSA-719 went over and crushed the clone's neck with his metal foot.

The two battle droids went to rejoin the larger group, which was currently chasing a large mass of Abridon Nationalist infantry. The droids' battle group leader, a command droid by the name of KLO-657, led the pursuit from an armored assault tank.

"The clones have been dealt with," SSA-719 walked alongside KLO-657's tank.

"Excellent."

A Nationalist fired at KLO-657 and missed. The armored assault tank retaliated with its primary cannon. Although encased in a shell of orange armor, the infantry trooper was completely annihilated by the heavy firepower. Some of the soldier's nearby comrades were hit by splash damage. Many of them were injured and unable to move, allowing battle droid infantry to simply walk up and shoot them.

"The Nationalists are becoming more of a nuisance than the clone troopers," KLO-657 commented.

"Its fortunate that their accuracy is so poor," SSA-719 replied before tossing a V-1 thermal detonator at the retreating Nationalists. The grenade caught only one trooper, but did comically propel him high into the air.

The Nationalists had to both run and shoot, which gave the droid army the advantage. The droids' frontline pursuers consisted of battle droids, super battle droids, and plasma battle droids. With their great height, the plasma droids had to merely walk to keep pace with the other battle droids, which were trotting along at a decent click but were by no means running at full speed. The Nationalists were wearing from all the fighting, and it was not difficult for the droids to keep up with them.

The chase lasted another minute before the native fighters fled into a large corporate building. The defenders barricaded the doors and shot at any droids that dared to approach, prompting a momentary standoff.

"Commander, they're holding up inside that building. They claim there are civilians inside but we're not sure if that statement is true," a B2 super battle droid informed KLO-657.

The Nationalist soldiers were trying to pick off battle droids from windows on upper floors. The plasma battle droids were durable enough to absorb the hits, but the B1s and B2s scattered for cover. The plasma droids returned fire, blowing out several windows.

SSA-719 saw a flurry of blaster bolts coming from a certain window, aimed his E-60R rocket launcher, and fired. After the dust died down from the explosion, no more attacks came from that location.

"Deploy the flame battle droids, we'll burn them all out," KLO-657 ordered. Several dozen flame battle droids set fire to the building and within fifteen minutes, the Nationalists came out and surrendered. It was revealed that the Nationalists had been lying about civilians being in the building. Once the local warriors were in binders and hauled away in MUTs, firefighter battle droids were deployed to extinguish the blaze before it spread to the rest of the city.

* * *

A few blocks away OOM-9 was meeting Whorm Loathsom in a more secure area of the city. Unafraid of enemy snipers as beetle troopers patrolled the rooftops and sides of buildings, the two Separatist leaders met each other in the streets rather than inside a command center or similar structure.

"Ah, General OOM-9. It is a pleasure to meet you face-to-face." Whorm Loathsom was a male Kerkoiden who was affiliated with the Retail Caucus, a conglomerate that had joined the Confederacy and was most noted for their contribution of LR-57 combat droids into the Separatist Droid Army's ranks. Four Kerkoiden soldiers guarded Loathsom as he conversed with OOM-9.

"The pleasure is mine General Loathsom." Two security battle droids protected OOM-9. The battle droid general was noticeable taller than his blue-skinned alien colleague.

"How has the fighting been going on this side of the planet?" Loathsom inquired.

"When the droids shoot, the clones duck. When the clones shoot, the droids duck. When the Nationalists shoot, everyone ducks."

"Yes, they are a rather crude bunch aren't they? I hear you've been having some difficulty." A squad consisting of six dwarf spider droids marched past the generals.

"Yes, a Jedi has been eluding my forces for some time," OOM-9 omitted the part where he was personally defeated in combat.

"I have the same problem. I've chased a pair of Jedi all the way here from the other side of the planet."

"They must be trying to regroup with each other."

"It would be a dangerous combination."

"It will also allow us to wipe them out all at once."

"Agreed. But we must work quickly, we cannot allow them to escape the planet."

"There are still a few clone troops left. I do not believe the Jedi will abandon them just yet," OOM-9 theorized.

"The clones may retreat as well," Loathsom countered.

"I do not believe so. They are currently too disorganized to conduct a timely retreat. But we must make use of the time we have. There are still enemy frigates unaccounted for."

"Such ships could evacuate large groups quickly."

"It is peculiar that we have yet to encounter them since the initial space battle. We should double starfighter patrols until they're found."

"I have some probe droids in reserve that could be set about the more forested areas of the planet," Whorm Loathsom added. It was probable the ships had been hidden in the wilderness, waiting until they were summoned. A great deal of the fighting on Abridon had occurred in or near metropolitan areas, leaving few Separatist patrols to root out enemies in the more rural areas of the planet.

The dwarf spider droids patrolling the streets twisted around and started firing. Loathsom and OOM-9's conversation died as they turned to see a Republic troop transport speeding down the road. The large vehicle passed by the two generals without incident. A single Trade Federation speeder platform chased after the RTT.

Piloting the speeder bike was Major Ashley Katen. The RTT opened its side door, allowing clone troopers to shoot at the Separatist biker. Katen dodged the shots and pulled out her commando SE-14 blaster pistol and immediately nailed three clone troopers. Their dead bodies fell off the speeding transport and rolled around onto the paved street. Other clones took their place and continued to attack.

The RTT was coming up on KLO-657's group. The command droid's armored assault tank opened fire on the incoming enemy transport. When it came in close range, the plasma battle droids started to attack the vessel. 3B3-888 and SSA-719 jumped in with their heavy weapons and finally took the armored troop transport down.

Clone troopers started to spill out of the wrecked RTT and started engaging the droid forces. Katen kept going in at full speed and ran over a few clones with her speeder. One of the plasma battle droids stepped on a clone as if he were a bug.

As the droids and clones fought, Loathsom, OOM-9, and their bodyguards made their way over to the battle by way of a droid transport carrier. Most would have thought it foolish for two generals to enter a battle side-by-side, for it would be disastrous for their army if they were both killed. The droid army held a numerical advantage, and the two CIS leaders were certain they wouldn't be picked off by a few overwhelmed clone troopers.

Two Jedi emerged from the downed RTT and started to assist the clone troopers against the droid forces. Loathsom and OOM-9 hadn't known that there were Jedi aboard the transport, but neither the Jedi nor the clones knew of their high rank. To the clones' eyes, the two generals didn't even register amidst the unending sea of enemies spewing lasers at them.

Not wanting to get shot amidst the large firefight, Major Katen pulled alongside the two CIS generals.

"There! Those are the Jedi I've been hunting!" General Loathsom pointed.

The clone troopers and battle droids were cutting each other down in a one-to-one ratio, which boded well for the numerically superior Confederates. The two Jedi cut a path through the battle droids and broke off from the main battle. It looked like they were trying to get away.

"Major, don't let them escape," OOM-9 commanded.

"Just leave it to me!" Katen revved up the speeder and took off after the Jedi. Whorm Loathsom was confused at Katen's enthusiasm for her given assignment, but turned his attention back to the fighting.

The two Jedi ran into a building and Katen dismounted her bike and followed them in. As she ran through the doors, Major Katen activated her electrostaff but saw that the Jedi had gone into a turbolift. She ran down the hall and took another turbolift. Though she wasn't sure where the Jedi were going, she had a hunch they'd choose something obvious like the rooftop. Of course, if they chose the basement, it would be Katen that looked foolish.

* * *

Before OOM-9 could order some reinforcements to accompany Katen, a small army of AT-RTs and clone troopers swiftly approached the battle site. Both CIS generals stood their ground against the upcoming enemy force. OOM-9 opened up with his custom E-5 and Loathsom attacked with his pistol. The clones had approached fast and were severely disorganized. OOM-9 noticed the reason; they were already being pursued by a larger Separatist battle group.

When the flame battle droids from OOM-9's assembly acquired their new targets the frontline clones were brought down in seconds. Caught between two droid armies with no cover, the clones were doing poorly. 3B3-888 and SSA-719 kept picking off AT-RTs with their heavy weapons, leaving KLO-657's AAT to bombard the clone infantry with its heavy cannon. The clones tried to stay out of the armored assault tank's line of fire, but really had nowhere to go.

A red GAT lead the battle droids on the other side. The ground armored tank fired its cannons into the clone crowd, not even bothering to use its missiles.

From a longer range, nearby dwarf spider droid patrols helped cut out the remaining AT-RTs, which had trouble maneuvering through the mess of their clone trooper allies.

As the clones started to thin out, the two droid groups risked shooting each other. Both sides brought up their droidekas that used their shields to absorb any friendly fire. A LAAT/i gunship swooped in to rescue the clones, but was destroyed by the GAT's missiles when it tried to land. B1 battle droids began throwing thermal detonators over the destroyer droids in front of them. The clones kept firing into the shielded droids. It was a scenario that had been played out several times before, and the battle droids were accustomed to the movements. The clones were caught in a combination of grenades and droideka fire. Destruction, desperation and the stench of death filled the street. To the clones' credit, they fought until the last man.

When the fighting ended, the red GAT pulled alongside OOM-9 and stopped. Commander Zako exited out of the GAT. Having been riding around all day in a tank, he was dressed in his officer uniform rather than his combat suit.

"Ah, the stink of victory," Karl Zako inhaled deeply.

"What?" OOM-9 was confused.

"Decaying clone corpses."

OOM-9 rubbed his forehead in vexation. "I'm just glad I don't have olfactory sensors."

"You sure you never want to give smells a try? I'm sure Quartz could give you an upgrade."

"No thank you. The concept of smell disgusts me."

"Eh," Zako made an upward gesture with his hands. "Your loss," Zako joked. Then the commander sneezed.

"See, the smell of burning armor is bad for you," OOM-9 stated.

"Worse for the clones."

"They're dead, they have nothing to worry about anymore."

* * *

The two Jedi had taken the turbolift to the rooftop as Katen had guessed.

"The roof? You Jedi are so predictable," Katen stated when she approached the two Force users. She removed her combat helmet, revealing her spiky blond hair. While good head protection, the helmet would slightly restrict her vision in a melee duel. A sharp wind sliced over the rooftop, blowing Katen's short hair.

"Why bother running? Why do you punks like heights so much? We could have just as easily fought on the streets below." Major Katen twirled her electrostaff around to show off her talents to her opponents.

"Now you don't have any droids to help you."

"I don't need their help to get rid of you," Katen pointed the tip of her electrostaff at the Jedi. "But your clones needed you, and you abandoned them." Katen shook her head. "What pitiful commanders. But then, the Republic seems to make all their Jedi military officers. No wonder the GAR looks like they're always running around with their thumbs up their asses."

Both of the Jedi were Rodians, one female and one male. The Jedi activated their lightsabers. The male had a yellow lightsaber and the female had an orange one. The Jedi made overly dramatic fighting stances, daring the Confederate to attack.

Major Katen ran up and managed to get in-between the two Jedi. She easily knocked the male Rodian to the side and then focused on the female. The Jedi parried her first three strikes, and then Katen went for her head. The Rodian Jedi ducked and Katen immediately swiped at her feet. The Jedi hopped up to avoid the electrostaff and then Katen tried to strike her in the chest, which the Jedi was barely able to block.

The other Jedi had gotten up and started coming at Katen. She swiftly kicked the female Rodian in the shin and turned to face her charging opponent. Ashley Katen was easily able to block the Rodian's wide swing. The CIS officer made several strikes at the Jedi's feet, and finally grabbed him by the antenna when he wasn't expecting it.

The Jedi squealed in pain as Katen tried to rip off his antenna. The other Jedi approached, forcing Katen to let her victim go so she could address the other Rodian.

Once the Jedi duo had regained their composure, they broke off from the fight and started running. They leaped off the roof towards another building. The pair crashed through a window and were inside. In an adrenaline-fueled rush, Katen leaped after them.

Ashley made the jump, but just barely. "Stop running you cowards!" Katen chased them out the room and down a hallway. The Jedi pooled their strength together and Force pushed Katen, sending her tumbling into a wall. The Rodians took the opportunity to run rather than finish the CIS officer's life.

Major Katen got back up and started chasing them again. The Rodians went for a turbolift again, but Katen caught up before the door opened, forcing the Rodians to start running again. The Force-users chose to take the stairs up.

The Separatist human chased the Republic Rodians up several flights of stairs. "Just stand and fight. It will be easier on all of us," Katen heaved. The Jedi didn't reply, choosing to focus on running up the stairs.

After running up twelve flights of stairs, the group made it to the rooftop. Katen caught up to the Jedi once again, but this time they stood their ground.

The Jedi were clearly winded, so Katen immediately rushed in and started swiping at them with her electrostaff. After a few seconds of fighting it was clear that the Separatist officer was in much better physical condition, as she still had energy to spare.

The Jedi's moves were tired and sloppy. Katen gave both Rodians a whap on the head with her staff, pulled her SE-14 commando pistol, and shot them both in the face. Just as she was victorious, a pair of LAAT/i gunships appeared over the building.

Katen figured the two gunships were there to pick up the Jedi, but upon seeing them dead, they didn't leave. One landed and the roof and allowed its clones to disembark with the other gunship fired at Katen to provide cover.

"Go go go!" a clone sergeant urged his squad on. The sergeant was armed with a DC-15S blaster while his troopers were equipped with DC-15A rifles. Once the clones were away they set up defensive positions to protect the second gunship as it landed to drop off its troops. The second clone squad was identical to the first.

Two clone troopers guarded the doorway leading downstairs. It seemed the clones' new mission was to exact revenge for the fallen Jedi. The clones were slowly and carefully closing in on Katen's position while the gunships circled around in the air, trying to get a shot at her from in the sky. Ashley Katen knew she wouldn't be able to fight her way out of this one and it looked like the clones weren't interested in taking prisoners.

With the airborne gunships trying to blast her, Katen couldn't break cover to shoot at the clones. All she could do was move about to different cover to prevent the gunships from blasting her. She had to be quick with her movements, or the clone troopers were nail her.

Suddenly, three of the advancing clones were overcome by red blaster fire. A blue STAP swung around. Lieutenant KJZ-8267 was riding it. The agile craft turned around and killed two more clones in a strafe run. The clones halted their advance and a few of them turned to shoot at the STAP. The two LAAT/i gunships also tried to blast the STAP, but it was too fast.

Katen saw her chance and chucked a V-1 thermal detonator, but the clones got out of the way. The grenade did manage to deprive one of the clones of his leg. Katen drew her commando pistol and managed to shoot three clones before return fire forced her to get back to cover.

KJZ-8267 still commanded the gunships' attention. Now the pilot droid focused his efforts on the air units. He fired the STAP's cannons and managed to blast off one of the gunship's ball turrets. The other ball turrets tried to cut him out of the sky, but the battle droid skillfully evaded the green lasers.

Most of the clone troopers now their attention on the elusive STAP. Katen activated her electrostaff and barreled down on the soldiers who dared ignore her for even a second. She swatted one upside the head, breaking his neck. She took down two more before one grabbed the midsection of her electrostaff and held on.

"Let go!" Katen demanded as she tried to shake the clone trooper off.

One of the gunships made contact with the STAP's left engine, and the valuable part was completely removed from the aerial platform. KJZ-8267 steered the crippled craft toward one of the gunships and jumped onto the Republic craft's cockpit. The abandoned STAP fell away to the city below.

The gunship swerved around, trying to shake the battle droid off. The abrasive maneuvers forced the other gunship to get out of the way. Inside the cockpit the two clone pilots watched as the droid put a TB-47 time bomb on the top of the cockpit. KJZ-8267 set the timer for two seconds and jumped off just as the gunship blew up.

The explosion knocked Katen and her clone rival off the ledge of the building. Instead of falling to their deaths, the two slid down a diagonal set of windows. If it had not been for the building's unique architecture, they would have plummeted to their death. KJZ-8267 dove down the slanted glass after Katen. The remaining gunship followed after them.

Katen tried to grab a hold of something, but simply slid across the smooth glass surface. The sliding clone did the same with no more success.

As he drew close, KJZ-8267 reached his hand out to Katen, who tried to grab it but the two were just barely too far apart. Just as Katen went over the edge KJZ-8267 seized her hand. The droid grabbed onto the edge with his free hand, which was made of metal rather than the glass they had been sliding on, his metal fingers had a death grip on the building. With a scream of terror, the clone slid off the edge to his death.

The gunship dropped altitude and leveled off to where KJZ-8267 and Katen were dangling. The pilot battle droid tried to move but couldn't do anything with Katen so completely dependant on him.

"Holding on is the best I can do," KJZ-8267 admitted.

Tears welled up in Katen's eyes as she smiled; she knew it was the end for them. "You should have let me drop. Now we're both screwed."

"You know I wouldn't do that."

The LAAT/i gunship took aim; the clone pilots were savoring their moment of victory.

Two beetle troopers came down from the sky and landed on the gunship, throwing it off balance and ruining its aim as it fired.

A heavy beetle piloted by Z23-Y75 flew just beneath Katen and KJZ-8267. The two dropped safely onto the flying bug and then took off towards the gunship. "My hero!" Katen kissed Z23-Y75 on the side of the head.

"Okay, I see how it is," KJZ-8267 said in a sarcastic tone.

"I didn't forget you," Katen turned around and kissed KJZ-8267 on the snout.

"Blah, human germs!" the battle droid whined.

"That's what you get for rescuing me."

The heavy beetle latched onto the flailing gunship with the two other kag beetles. The bugs' mandibles chewed through the metal. Once the ship was stripped of enough parts, the beetles flew off and let the LAAT/i fall out of the sky. The gunship hit the streets below with a loud thud.

"There are still clones on the roof," KJZ-8267 informed Z23-Y75. The three beetles flew back up the building. The remaining clones on the roof started shooting down at them. The beetles bobbed and weaved, avoided the blue blaster bolts. Armed with E-5 blasters, the droid pilots riding the beetles shot back, one of them managing to hit a clone.

The beetles flew past the building and then came down on the clones. One of the beetles managed to crush a clone as it landed. Katen and KJZ-8267 got off the heavy beetle while the other riders stayed mounted up. One of the beetles caught a clone trooper in its mandibles and sliced the poor soldier in half.

KJZ-8267 ran for Katen's abandoned electrostaff. The pilot droid picked it up and activated it. The pilot battle droid wielded the staff as well as Katen would, and dispatched two clones with it. Z23-Y75 fired his E-6 blaster rifle and killed the final two clone troopers.

Ashley gathered up the two lightsabers, to give as gifts to OOM-9. OOM-9 had no interest in collecting fallen Jedi's lightsabers, as General Grievous did; and Katen knew OOM-9 would believe her story on how she best two Jedi at once, the evidence was more for her benefit as she could barely believe her own accomplishment.

The clone that had been sheared in half by a kag beetle was still alive. KJZ-8267 and Katen walked over to him. The soldier made several gurgling noises and what sounded like the word 'clanker.' Upon hearing the assumed insult, KJZ-8267 stabbed the clone in the throat with the electrostaff.

* * *

The super battle droid 8EX had made an important discovery while out on patrol. The B2 battle droid and his squad had discovered Bultar Swan. "Target acquired, downloading instructions," the droid declared in a deep voice. 8EX's squad consisted of battle droids and super battle droids with two dwarf spider droids.

The female Jedi was with a squad of nine clone troopers. Once they realized the droids had spotted them they immediately opened fire. The droids outnumbered the clones two to one but Swan kept the playing field level by constantly redirecting blaster shots with her lightsaber.

8EX tried to resolve the problem by firing his wrist rockets at the Jedi. While Swan evaded the rockets, the splash damage knocked some of the clones off balance, allowing the other battle droids to blast them.

Four hunter-seeker droids received 8EX's emergency signal and flew in to help. The airborne droids uncurled into attack mode and started firing down at the small Republic squad.

8EX depleted his supply of wrist rockets, and opted to provide a steady stream of blaster fire at the clones furthest away from Swan, to maximize the chance that the Jedi wouldn't redirect them.

Once the clones were finally cut down, Bultar Swan turned to run. 8EX and his squad fired at the Jedi's backside, but she appeared to have eyes in the back of her head, as she knew just the right time to dodge out of the way of a laser blast.

A NR-N99 tank droid cut off Swan's retreat. The command droid EEK-176 was riding on one of the tread covers. "I've been looking for you." EEK-176 fired the commando SE-14 blaster pistol gripped in his right hand.

In EEK-176's left hand was a ZK-II war-axe. The command droid swung at the Jedi but didn't make contact. Bultar Swan kept away from EEK-176 and concentrated and blocking laser fire coming from the hunter-seekers hovering overhead.

The hunter-seekers kept Swan corralled in a tiny circle, allowing EEK-176 to close in. The command droid swung the axe, connecting with the lightsaber. The two kept their weapons pushed against each other, in a contest to see who was stronger. EEK-176 was winning.

Swan broke off and ran into an alley, blaster bolts nipping at her heels. EEK-176 led the droid infantry in after her while the hunter-seekers flew over the area and the tank droid drove around the buildings.

When Bultar Swan reached the next street she was greeted by a new group of dwarf spider droids and the hunter-seekers from before. The Jedi noticed a manhole cover in the middle of the street, used the Force to lift it up and ran for it. EEK-176 fired his pistol after her but missed as she dived into the sewer.

"She's escaping," 8EX declared.

"We'll see about that," EEK-176 motioned for one of the B1s to drop a thermal detonator down the hole. The resulting explosion did not fill EEK-176 with any confidence. The battle droid was sure that the Jedi had escaped unharmed.

"Should we go in after her?" 8EX asked.

"No. She's already gone. And fighting a Jedi in such close quarters is not preferable." EEK-176 wasn't sure what to do next. The central control computers of the _Scrapyard_ and _Magna Musai_ provided EEK-176 with no useful strategies for following the Jedi. Even when OOM-9 was contacted no solution was conceived. Bultar Swan had escaped—again. Her ability to survive so many encounters was starting to wear on EEK-176's circuits. There was the larger task of policing the city and rooting out Nationalist soldiers, and EEK-176 sent out again to perform his original task before he was interrupted by Swan's presence.

* * *

The long day had given way to dusk but the tireless droid army still scoured the streets for signs of enemy resistance. However, the enemy needed sleep, which allowed OOM-9 to ditch his leadership duties for a time. OOM-9 rode a STAP-2 to the city's courthouse.

The city's courthouse had been converted into a CIS headquarters, as it currently was not operating as it was originally intended. The basement had been transformed into a dungeon for housing captured clone troopers. In charge of the dungeon was Dr. Gatling Quartz, and Dr. Gatling Quartz was not a man of a purely scientific mind. He also had imagination and creativity, as was evidenced by the horrific acts of torture he was coming up with.

Quartz had one clone strung up by his own intestines. Another had had his face ripped off and was left to be stung by the pain of being exposed to the air. One had merely been hanging upside down for days on end, though slits were cut on his ears to allow the blood to drain out. The torture techniques had no real basis in reason or science, but Quartz did enjoy the horrific butchery of it all. He did not even feel any guilt from any of the suffering he wrought, as no one in the Confederacy considered clone troopers to be sentient beings worthy of empathy or compassion. They were abominations to be destroyed, and Quartz would have received a medal had the going-ons of the room been made public.

Quartz's LEP servant droid looked out of place amidst all the horror. The little assistant droid was busy going around administering various toxins to certain clone troopers.

General OOM-9 entered the basement. "Here," OOM-9 handed the Skakoan the two lightsabers Katen had given him earlier. "Do with them what you please."

"Thank you General."

"But first, Doctor, you're going to have to abandon your toys for the night. I require my upgrades now." After being personally beaten in battle, OOM-9 thought it was time to improve his combat output.

"Oh course General." The Skakoan fiddled with his pressure suit. "I wouldn't dream of keeping you waiting."

"Your sarcasm is not appreciated."

"What? No, no sarcasm. None was intended General." Quartz held up his hands in dismay of the miscommunication. "The upgrade will take some time. Several hours, if you can be away from your troops for that long."

"Yes, I am aware of that. Commander EEK-176 will be taking over my command duties for the time being."

"I assume you've called a shuttle to take us back to the fleet?"

"Yes, it will be here in twenty minutes."

"Good, then I have some time to finish up."

"So, how goes the torture?" OOM-9 asked casually. The change in OOM-9's demeanor was sudden and surprised the Skakoan. A moment earlier Quartz was worried he'd offended his boss, now the droid was speaking to him as if they were old friends.

"Many of these experiments are meant to be performed over a long period of time. So it won't matter if I'm gone for a while. The clones grow surprisingly resistant to old techniques. The Republic is training them to endure aggressive interrogations. But it varies from clone to clone, surprisingly they are diverse, at least in their ability to withstand trauma. I'm not sure why some are superior to others; the determining factor is probably an individual's combat experience. Or some clones are put together better than others."

"Not all Republic factories may spit out high-quality clones," OOM-9 guessed.

* * *

Elsewhere in the city, the CIS had commandeered the city's civic center for its own use, primarily as a barracks. Ashley Katen had claimed a ballroom and programmed a placid sounding techno song to play on the loudspeaker system.

"Oh Eighty-kins, come dance with me," Katen cooed as she grabbed 3B3-888 and forced the B1 battle droid to dance with her. SSA-719 and KJZ-8267 were glad she hadn't snatched up one of them. While the droids didn't need sleep, they did need to recharge from time to time.

Zako walked into the ballroom and was met with the strange site.

"I require reinforcements," 3B3-888 pleaded and KJZ-8267 and SSA-719 pushed Zako towards the dancing duo. The battle droid let the reluctant Zako cut in and was suddenly free from the obligation of dance.

"I've never seen you so happy before, what the hell is wrong with you?"

"I killed two Jedi in a duel all by myself, what did you do today?" Katen purred.

"Well, I haven't killed any Jedi."

"OOM-9 was pleased with my work and gave us tonight and tomorrow off. So you're going to change into something nice and take me out tonight."

"Do I have to?"

"Yes. Oh, and Melissa also has time off and is coming with us. This war has cut into my leisure time and I'm not going to let you worm your way out of this opportunity to make me happy."

"I don't know about that. This planet doesn't seem to have much, it won't be like Evanescence back on Zakkudos," Karl said, referring to the city where they first met back on their home planet.

"We're going to have fun whether you like it or not!"

"Fine, Miss Fussy-britches."

"And since we're on a contested planet, OOM-9 said we had to be escorted. 3B3-888, you're coming with us."

"Why me?" the B1 lamented while SSA-719 and KJZ-8267 laughed at his misfortune.

"Hey, you two stop laughing or I'll bring you along too," Ashley threatened. SSA-719 and KJZ-8267 immediately shut up.

Melissa Sledge entered the room.

"Where have you been hiding all day?" Katen said accusingly. "I could have used some help earlier."

"What? I was helping coordinate ground operations."

Zako eyed the officer. "She looks awfully happy to me."

"Yes, well I just got back from the chiropractor."

"What? An approved chiropractors here?" Katen's eyes widened.

"Yeah, Commander Vulpus got him here. He arrived a few hours ago."

"Where is he?"

"Room 209."

"He's in the building?"

"Yep."

Katen and Zako rushed over to room 209. A trusted chiropractor for CIS officers was rare.

* * *

Once the chiropractor was finished with Zako, 3B3-888 met with the Commander. "Ah, I feel like a million credits!"

"Sir, I really don't think you're worth that much."

"It's just an expression, 3B3-888."

"I'm next!" Ashley gleefully declared as she went in the room. The 8th Fleet lacked enough organics to warrant a full time chiropractor and it was hard to find a proof positive chiropractor friendly enough to the CIS to guarantee that the officers wouldn't get their necks snapped while being adjusted.

* * *

Afterwards, the three humans and battle droid set out to have some fun in the dead of night.

Karl Zako wore a collared blue shirt and black tie with a black coat with black pants and shoes. A black top hat was perched upon his shaved head and a monocle was shoved in his left eye socket. He didn't need the ancient sight-corrector to see; he just thought it looked cool. He also walked with a black cane with a bronze handle.

Ashley Katen was encased in a dark purple dress. She wore dark purple heels and a choker around her neck and a little too much eyeliner.

Melissa Sledge wore a tiny black miniskirt with a tight, shiny, blue vest made of a rubber-like material. Her feet had been crammed into a pair of black high heels.

The three humans looked flashy and highly noticeable amid the chaos and depression of the rest of the city streets.

"Let's go to a strip club," Melissa Sledge suggested.

"Is that really necessary?" 3B3-888 asked. "You organics are disgusting enough with your clothes on."

"You see…organics have certain needs," Zako started to explain to the droid.

"Not your organics have needs speech again. I just don't understand. Why don't you organic meatbags rationalize procreation?"

"Organics are very irrational creatures, especially when its come to procreation."

"It'll be fun," Sledge promised.

"Can't I go on patrol with the others?" 3B3-888 pleaded.

"What? We're heading to a strip club and you're worried that this night won't end in a firefight?" Zako twirled his cane around.

"Yes, I remember last time," 3B3-888 said.

The small party chose a club called Overload and approached. After the humans brandished their armed B1 battle droid, the doorman immediately let them in.

The interior of the club was soaked in alternating blue, red, and green lights. Katen could feel the vibration of the music in her feet. "I'm going to lose my hearing."

"What?" Zako didn't catch what she said.

Surprisingly, Overload had a high level of diversity in its strippers despite the planet being populated primarily by humans. A Zeltron, a Rodian, a Nautolan, a Togruta, the obligatory Twi'lek, and of course a few humans as well.

Several of the patrons gave 3B3-888 nasty looks, but all turned away if the battle droid got too close. The small CIS group went over to the bar and ordered some food.

Sledge stared at the questionable swill that was put in front of her.

"Stop looking at it, it's going to give you nightmares," Zako said.

"This isn't food. It's not even pseudo-food. This slop is a war crime. Give me a drink," she ordered the bartender. After taking a sip she immediately spit it out. "Blah, What is this sludge? I ordered a drink, not this garbage. If I wanted garbage I would have gone swimming in the sewer. Are you listening to me? I may just kill you," Sledge threatened the bartender.

"Someone please tell me those dancers are slaves, they can't be getting paid to wobble around like a bunch of wounded womp rats," Katen looked over at the show.

"And you can do better?" Zako countered.

"You know I can." Katen pulled off her dress and stripped down to her tight fitting undergarments, got up on stage and started dancing. "Easy, just like fighting."

The club's dancers expressed their irritation of the usurper and a Rodian bouncer came over. Zako blocked his way. "Back off," he poked the end of his cane into the bouncer's chest. The bouncer activated his stun baton and 3B3-888 unhooked the E-5 blaster attached to his backpack.

"Get lost." Clearly aggravated, but not wanting to be shot, the bouncer backed off.

"What idiot hires a scrawny Rodian as a bouncer?" Zako asked.

"Someone who already has me as a bouncer," a gigantic Chagrian came up.

"Your size just makes you an easier target," 3B3-888 warned. The Chagrian looked like he was about to tackle the droid, but then backed away as the Rodian bouncer had done before him.

A WA-7 service droid accidentally bumped into 3B3-888's back. The battle droid slowly and deliberately turned around.

"Sorry sir."

3B3-888 backhanded the waitress droid and it crashed to the floor. The entire club seemed to stop and take notice for a moment, before going back to business.

"Watch where you're going, servant drone. Next time I'll splatter your circuits all over the floor."

"Yes sir." The WA-7 droid got back up.

"Piece of scrap," 3B3-888 stated as the droid wheeled away.

"Angry much?" Sledge called over from the bar. "We're rubbing off on you 3B3-888."

"You alright?" Zako asked the battle droid.

"That piece of garbage wouldn't have bumped into an organic customer. Not even service droids give us B1s any respect."

"You've been around me and the others for too long. Remember, not many in the galaxy think much of battle droids."

"I remember. I just don't want to take any of that crap from a service droid."

"You could always blast it. There's nothing anyone can do to stop us. We hold the power here."

"Negative. I'll leave it to its miserable fate. Being a slave to these disgusting pus bags seems like a worse fate than being blasted by me."

"Suit yourself. We always have the option of messing with it later."

Zako turned his attention to the dancers, but noticed an unexpected patron. A clone trooper in plain clothes. Zako drew a SE-14 pistol from inside his coat and opened fire. 3B3-888 joined in and managed to get a headshot on the clone. "Why are there clones in the strip club? This section of the city was supposed to be secure!" Zako complained.

Two more clones appeared from out of the crowd, pulled out previously concealed DC-17 hand blasters, and started shooting. Panic-stricken patrons spilled all over the place and smashed into each other trying to get away from the firefight.

3B3-888 was shot in the torso, but wasn't even fazed. The battle droid unleashed blaster bolts all over the club, striking down one of the clones. The other flipped over a table to use as cover but Zako and 3B3-888 shot it to pieces, nailing the clone as he knelt behind it.

"You!" Zako pointed at the bartender. "You've been harboring fugitives! By the power granted me by the Confederacy of Independent Systems, I'm putting you under arrest."

Emboldened by the fight, the Rodian stripper made a move against Katen, but was laid out by a single punch in the face. "What is it with Rodians lately?" Katen cracked her knuckles.

"Okay, who's next? It's been awhile since I've trashed a club. This is going to be fun," Katen looked around. She saw the Chagrian bouncer, who upon realized he was being targeted, ran like a scared youngling.

"It's already over," Sledge sighed. "How boring." She smashed her glass on the floor just for the sake of violence.

3B3-888 noticed the WA-7 still milling about despite the carnage that had taken place. "Why not?" the B1 battle droid shot the mechanical waitress. There was nothing left of the WA-7 but scrap plating and burning circuitry.

"Feel better?" Zako asked.

"Yes, I do."

EEK-176 arrived with ground reinforcements and took the bartender, owner, bouncers, and any patrons they could round up into custody. EEK-176 contacted OOM-9 and told the general what his human subordinates were up to.

* * *

After a few minutes a Sheathipede shuttle landed in front of the strip club. OOM-9 exited out from the shuttle's ramp, followed by a few B1 battle droid bodyguards.

"Your upgrades are complete General?" EEK-176 asked.

"Yes. Dr. Quartz was very efficient; he does not give himself enough credit." An amusing remark, given the Skakoan's hubris. "We'll have to get you the upgrades next Commander."

EEK-176 knew OOM-9 was hiding something from him. The battle droid general had arrived in a very timely fashion, as if expecting something to happen. "OOM-9, you orchestrated this whole thing. You never really meant to give them a day off. You were using them to flush out the Jedi," EEK-176 figured it out.

"That is correct Commander."

"Are we really that predictable?" Zako asked.

"Yes, you are. I've been around you anti-social humans for a decade. But I wouldn't even need that much time to figure out that you, Ashley and Melissa don't do well in strip clubs. I remember last time…"

"Cut us some slack. We didn't start it this time. There were clones in there."

"Yes, you are correct. Your actions were completely appropriate this time. It is unfortunate that you failed to attract the Jedi's attention."

"I don't think a Jedi's going to be hanging around a strip club," Melissa Sledge added.

"I don't know." Zako rubbed his chin. "She could pass as a stripper, so if she wanted to hide from us… a strip club would be a good hiding place because no one would think a Jedi would be there."

"That was my reasoning," OOM-9 stated.

"Unless that's what she wanted us to think, which is why she wasn't there."

"Calm down Karl, you're going to overload your tiny human brain."

"Ha Ha, your very funny OOM-9." Zako blinked, and came up with a rebuttal. "Hey. Technically my brain's larger than yours."

"Yet so inefficient, your species must be embarrassed to be so slow witted."

"Yes, it's true. Cursed am I to be a lowly human," Karl Zako pretended to feel sorry for himself. "Okay, I understand you knew we'd be violent if we went to a club. But how did you know we'd even go to one on our time off? It's not like you ordered us to go."

"I calculated that enough time had passed since you went to the last one."

"I feel so used," Melissa Sledge said.

"Congratulations on being useful," EEK-176 replied.

"Do we still get the day off?" Ashley was hopeful.

"Actually, I have something different for you three today."

The humans were confused, but all was explained back at the courthouse turned command center.

* * *

Despite the destructive fighting, the Battle of Abridon had gone as well as could be expected, but the Confederacy still needed a more positive media image. OOM-9 wanted the three human officers to help him improve the droid army's image in the galaxy. A peculiar task during conquest, but the fighting on Abridon was all but extinguished. There wasn't anything particularly meaningful for OOM-9's officers to do, other than search for Jedi, but that could be left to others.

The historically oriented Zako was the first to come up with an idea.

"Posters."

"What?" Sledge said.

"Isn't that a little low tech?" Katen criticized.

"They're cheap. You can put them everywhere. As long as you don't put too much text on them the ignorant masses will pay attention to them. You must convey your message with images that demonize the enemy and make you look good."

"That will increase enlistment?" OOM-9 asked. The Confederacy always needed more organic soldiers in its armies. The CIS had plenty of professional, lifetime soldiers, but it was difficult to attract civilians to service when the part-timers knew they were going to be sent against the Jedi Order and an army of clones created for fighting.

Zako came up with two idyllic poster featuring OOM-9. It featured OOM-9 pointing at the viewer and read 'I want you, for the Separatist Army.' One version had OOM-9 wearing a black top hat and the other didn't.

"Now think. Which one would an organic find more appealing?" Zako asked OOM-9.

"The one with the top hat?"

"Precisely. Why is that?"

"To make me more relatable to organics."

"Very good. Your understanding of organic meatbags has improved."

"I don't think that's a good thing," Melissa butted in.

"Grievous gives clothing to some of his MagnaGuards, I don't think it has the same effect."

"Don't listen to that gearhead, General. What you need is a pinup girl. The lure of a hot piece of ass will inspire many youths to enlist," Ashley cut in.

"I think you're correct Major," OOM-9 agreed.

Katen smirked at Zako, knowing she won.

"I will use you and Captain Sledge."

"What?" Katen was stunned. "That's not what I meant."

"Ha!" Zako laughed.

Ashley and Melissa were fitted into CIS officer uniforms that were two sizes too small, in order to accentuate their feminine features.

"It's too tight, I can't move," Ashley Katen whined.

"I can't breathe," Melissa Sledge gasped.

Dr. Quartz called OOM-9.

"What is it Doctor?"

"The clones finally gave me a descent piece of intelligence."

"And what is this intelligence you speak of? I wasn't aware that clone troopers had intelligence," OOM-9 joked.

"The name of the Jedi that's been eluding you. It's Bultar Swan."

"Thank you for the information Doctor." OOM-9 would have rather had her location than her name.

OOM-9's little band of media miscreants finished up their work. Several posters were chosen to be used and were sent to be copied and distributed.

"On to our next task," OOM-9 said.

"Please, can we go fight the Republic now?" Ashley asked.

"That's the problem. Their presence on the planet has been reduced to nothing. We need to find a way to draw out Bultar Swan."

The planning session was interrupted when OOM-8 called OOM-9 and told the general about another new addition to the 8th Fleet that had just arrived, a Commerce Guild destroyer named _Khassez_.

"Too bad another capital ship won't solve our problem," Ashley Katen said.

OOM-9 thought up another way to draw Swan out of hiding. He was going to create a big parade of droids, with himself at the front. If he showcased himself around the city long enough, Swan might try to strike at him.

* * *

An enormous army was quickly assembled, which was easy to accomplish since the fighting had died down so much and many CIS units were waiting in reserve.

B1 battle droid infantry, STAPs, AATs, PACs, and MTTs started a march around the city. At the head of the procession was OOM-9 himself, poking out the top of an AAT, as he usually did.

EEK-176 commanded a tiny fleet of MAFs that stayed nearby in case OOM-9's ground troops came under assault. Zako, Katen, and Sledge commanded a small, ground force to assist OOM-9's when needed.

The first half hour of parading around had yielded nothing. The city was vacant save for other Separatist patrols and a few scattered civilians that dared to venture out of the safety of the buildings.

* * *

Eventually OOM-9's army was brought to a halt, but not by a Jedi, or clone troopers, or Abridon Nationalists. It was a collection of protestors demanding the eviction of the droid and clone armies from their world.

"Get out of the way," OOM-9 commanded the crowd.

The protestors chattered and yelled, and OOM-9 could not make out what any one individual was saying. But their inaction spoke for them.

OOM-9's tank fired a warning shot. The protestors scattered and ran away in fear, except for one individual.

The protestor stood his ground. The armored assault tank started to turn to the right but the protestor moved in front of it again. The AAT moved back slightly. OOM-9 clicked his metal fingers against the side of the AAT's hatch as a physical sign of his annoyance. "Get out of the way," OOM-9 repeated.

"No," the solitary human stated.

"You mistake my patience with mercy."

"I don't care. You have no right to invade our planet and control it by force."

"We were summoned here by the people of this planet. Go argue with them, it would be dangerous to do so with me."

"Our people will solve our own problems. We-"

"I grow tired of your inane blathering human. Forward," OOM-9 ordered his tank driver.

The armored assault tank started ahead on its path, but the protestor stood his ground and wouldn't move. The tank stopped and turned slightly to the left to move around the protestor.

The brave human ran over and got in the tank's way again. The AAT turned right to pass but the protestor continued to bar the way.

OOM-9 ordered the tank to back up. The protestor still stood his ground, eyeing the command battle droid perched at the top of the tank. A swift moment of quiet intensity passed.

"Run him over." OOM-9's AAT dashed forward, knocking the human over. After the tank passed, OOM-9 looked back at the grounded mortal. He wasn't moving much; it appeared to OOM-9 that the blow from the tank had snapped the human's spine. "Keep moving," the tank line resumed its march.

"Stupid human." OOM-9 didn't understand how that pacifist idiot was of the same species as the violent Katen, Sledge, and Zako.

The battle droid infantry took no notice of the injured man as they marched over him.

Even after the droid army had passed, no one lifted a finger to help the broken man, and he died alone on the street.

Showboating around the city wasn't working, so OOM-9 contacted his officers for new ideas on how to draw Bultar Swan out.

"It's not as if we could tear the city apart looking for her," EEK-176 said.

"Maybe we should do just that," the always-violent Katen declared. "We could use the E-STAPs and bomb the city into dust."

"We'd have to move the civilians out of the city first," Zako stated.

"She'd easily sneak out with the civilians," EEK-176 added.

"Then we're stuck with our current plan," OOM-9 resigned himself from the conversation.

OOM-9's extravagant parade around the city had yielded no results. The battle droid general was called to a meeting with General Loathsom and Commander Vulpus, and thus ended his procession of doom.

* * *

OOM-9 and Loathsom arrived by way of AATs. Commander Vulpus flew in on his purple _Ginivex_-class starfighter. The three military officers were supposed to be receiving a transmission from Count Dooku, but they had yet to be contacted.

"I hear your fleet has acquired another vessel," Vulpus said to OOM-9 as they waited.

"That is correct, Commander."

"And I have lost a ship, but have a surviving captain with nothing to command. I've reviewed your file, you've had experience with Captain Sledge."

"Correct again."

"I'll transfer her and her surviving crew to your command, if you would like."

"Yes, that is acceptable. Do you require something in return?"

"No. Knowing she will be put to use is good enough for me."

"She can be a handful huh?"

Vulpus cleared his throat. "Sometimes, yes. She becomes overenthusiastic at times."

* * *

OOM-9 studied the contents of his datapad. The droid general was reviewing the CIS policy of aggressive deterrence: the CIS would actively attack, invade, and conquer Republic worlds in order to lessen attacks on Separatist aligned planets. The official policy was nothing more than Dooku's excuse to destroy the Republic, and it was becoming more apparent to leaders on both sides that that was his original goal all along. OOM-9 surmised that the strategy wasn't working as he felt that his army was constantly playing defense in this war.

OOM-9 was well aware that his forces were sent on reactive defensive missions rather than proactive invasive missions, such as those taken on by General Grievous. OOM-9's personal guess was that the whole policy of aggressive deterrence was just an excuse to let Grievous rampage around the galaxy. OOM-9 didn't care about the civilian hardship of this policy; he just wanted a piece of the action.

OOM-9 assumed he had already proven himself to the higher-ups during his successful invasion and occupation of Naboo. OOM-9 was very skilled at conquering and policing a native population; a task that General Grievous performed with inelegance as the cyborg general preferred to decimate and eradicate the local population as the means of winning. OOM-9 predicted that he could subjugate a Republic loyal population to become an effective slave labor force, which would be more productive than a mass of charred corpses, which General Grievous produced in an endless amount. Perhaps claiming Abridon was just the image boost he needed. Although Dooku must have held OOM-9 in enough high regard to assign him to Abridon in the first place.

A beeping signal from the holographic projected alerted the Confederates that their leader was about to make contact. A few seconds later Count Dooku's holographic projection finally appeared.

"Abridon has been taken with a minimum loss of life. I expected nothing less from the Confederacy's greatest military minds. Reinforcements are being sent to maintain order on the planet. The three of you have more important assignments to attend to."

"One Jedi still eludes us," OOM-9 spoke up. "We're searching for her now."

"The battle has already been won. A single Jedi cannot change what has transpired here. I am pleased with your work, the loss of Abridon will be an enormous physiological defeat for the Republic. Secessionists on other contested planets will begin to rise up now that they now they can win."

OOM-9 received a transmission from EEK-176. "I've been informed that a Jedi has led a clone attack force right to our front door," OOM-9 told the others.

"Excellent. I'll let you three get to work," Count Dooku's holographic image faded away. OOM-9 and Loathsom went to the building's entrance while Vulpus returned to his waiting fighter.

A lone Jedi led a small force of clone troopers to the base of the civic center. It was an army composed entirely of infantry, with no vehicles whatsoever. EEK-176's MAFs were still and in sky and landed to deploy battle droids. Zako, Katen, and Sledge led a large ground of ground units mostly composed of battle droids, super battle droids, destroyer droids, dwarf spider droids, plasma battle droids, and LR-57 combat droids.

"Perhaps my parade was successful," OOM-9 observed.

Z23-Y75 guarded the front of the building on his heavy kag beetle. "Of course General. They're clones, it takes them a while to figure things out," Z23-Y75 said as OOM-9 stood alongside his heavy beetle.

The Jedi in charge of the clone troopers was foolish; he put his army right in the middle of the street with no cover whatsoever. The clones were quickly surrounded on all sides. The droids outnumbered them twenty-five to one.

One of the clones fired a Merr-Sonn PLX rocket launcher at the tank Zako was riding in. The blue missile missed the armored assault tank completely.

"What was that?" Katen demanded. "Can you see nothing in that helmet?"

"You couldn't hit the broad side of an MTT," Zako taunted the clone. The two CIS officers cackled manically at the clone, who fired again, hitting the tank this time.

The tank shut down. Sledge pointed her E-60R rocket launcher at the clone with the PLX and blew him into tiny, bloody little pieces. "Yeah! That's how we do it in the CIS bitch!" A clone fired upon Sledge, forcing her to duck. Zako and a group of pilot battle droids exited out of the broken tank and started attacking the clone on foot.

OOM-9 stood at the front of the building, not participating in the battle. The battle droid general saw that there was indeed a human Jedi, wielding green lightsaber. A closer look revealed that the Jedi was a male, and thus was not Bultar Swan, as OOM-9 had hoped.

OOM-9 turned to Whorm Loathsom. "That is not the Jedi I've been hunting."

"Your subordinate killed the two I was after," the Kerkoiden said. "It is astounding that this one was gone unnoticed until this point."

"These Jedi are everywhere."

Dr. Gatling Quartz also left the building, hoping to see OOM-9's upgrades put to use. "Perhaps you could entice the Jedi to one-on-one combat," Quartz messed with his pressure suit.

"If the Jedi even lasts that long," OOM-9 replied gesturing towards the carnage spread out before them.

EEK-176 and SSA-719 were both wielding E-8 heavy projectile launchers while KJZ-8267 used a RD-4 radiation launcher. The droid trio stayed in a tight group and cut a huge hole in the clones' line.

Two droidekas rolled through the opening and started blasting clones every which way. No clone could even stay alive long enough to retaliate.

"Fall back! Fall back!" The clones had had enough, but had nowhere to run.

The droids finished off the clone troopers, and only the Jedi remained. OOM-9 ordered a cease-fire. After the droids stopped, the Jedi continued and cut a battle droid in half. 8EX was right next to the droid that had been chopped up, and backed away from the Jedi by several paces.

"That was a mistake," OOM-9 warned the human Jedi.

"Oh, was it now?"

"You versus me, human. My droids will stay out of the fight."

The Jedi looked confused. "You think you can take me on do you? Well, lets see what you got clanker."

OOM-9 grabbed two ZK-II war-axes and walked down the stairs to the street. OOM-9 activated the axes and started twirling his wrists, turning them into spinning blades of death.

OOM-9 slowly approached the Jedi, who seemed uncertain of how to deal with what he was seeing.

The Jedi lunged and made contact with the spinning axes, and almost had his lightsaber knocked out of his hand. The Jedi backed up and OOM-9 charged.

The Jedi rolled out of the way and came up to strike at OOM-9's side.

OOM-9 easily repelled him and came up with a right swipe, followed by a left, both of which the Jedi blocked, with some difficulty. It was clear to everyone that OOM-9 was physically stronger.

OOM-9 rotated his right hand and swiped again, the Jedi's block almost cost him his lightsaber. OOM-9 struck with the left axe, this time the Jedi evaded instead of making contact. OOM-9 started slashing, and the Jedi continually backed away.

The Jedi was soon being boxed against a line of droids, and flipped over OOM-9 to get more room again.

The central control computers aboard the _Scrapyard_ and _Magna Musai_ coordinated the attacks of the battle droids, effectively enabling them to see through each other's eyes. The battle droids and super battle droids that surrounded OOM-9 gave the droid general the perfect readout of the battle. Able to see attacks and movements from multiple angles, coupled with his superior mechanical reaction time, OOM-9 was able to block and parry every move the Jedi made.

OOM-9 secretly relayed instructions for 8EX for fire on the Jedi when the opportunity arose.

8EX saw a break in the Jedi's defenses and fired his tri-shot, puncturing the Jedi in the back. The warrior slumped to his knees and OOM-9 beheaded his opponent with a final finishing strike. A fountain of blood spurted from where the human's head used to be. OOM-9 was surprised that the Jedi had taken his word that his droids wouldn't interfere in the fight.

A nearby manhole popped up, propelled several dozen meters into the air. The cap came crashing down, spinning in the street as the Jedi Guardian, Bultar Swan, emerged from the sewer.

OOM-9 turned and instantly recognized his intended prey. "Ah, the great Bultar Swan, we've been waiting for you. You've kept your fellow Jedi waiting too long, I'm afraid," OOM-9 motioned over to where the decapitated corpse lay.

"So you know my name now droid? May I ask what is your number?"

"I see no reason to give my name to someone whose about to die."

Zako, Katen, and Sledge approached Bultar Swan from behind. The Jedi jerked around and activated her lightsaber, brandishing the glowing green blade at her would-be attackers.

"Whoa! You stink!" Zako exclaimed.

"Couldn't you have showered before coming out to meet your death," Katen held her nose.

Rather than make a smart remark to the Jedi, Sledge opted to fire her E-60R rocket launcher at Swan. The Jedi Guardian back flipped out of the way as the missile crashed into the ground.

As Swan landed, OOM-9 rushed in to finish her quickly. The droid did not want to give the Jedi another chance to escape from him.

With the strength of the Force behind her, Swan burst forth as OOM-9 sliced at her. The wily Jedi ran right into the crowd of surrounding battle droids. OOM-9 chased after her.

Rather than cutting large swathes of the droids apart, Bultar Swan merely zigzagged through them. Leaving the droids intact slowed down OOM-9's pursuit of her, as he also had to maneuver around them. The battle droids themselves were slow to target Swan and rarely fired, trying to avoid accidentally hitting comrades. Bultar Swan had turned the droids' superior numbers against them.

A Pelta frigate and six V-19 Torrent fighters roared toward their location.

"Their escape craft!" EEK-176 exclaimed. "Take it down!"

Vulpus' fighter and two Vulture droids swooped in and blasted two Torrents immediately. Then the fighters on both sides broke formation to chase each other around the city's buildings.

A MTT came up the street, firing on the Pelta frigate. Many of the droid infantry that littered the street also joined in on attacking the transport. Vulpus cut down another Torrent; his Ginivex cut through the sky with blinding speed, allowing him to approach and overcome another enemy fighter. His two Vulture droid wingman also took down their opponents.

The three CIS fighters resumed formation and started attacking the Pelta frigate, prompting the ship to retreat, leaving Bultar Swan behind. Vulpus and his two Vulture droid starfighters followed the fleeing frigate.

Once the surrounding airspace was deprived of CIS aircraft, a _Nu_-class attack shuttle swooped in low, spraying the area with its medium and light laser cannons before landing. Bultar Swan called on the Force and bolted toward the waiting craft.

"The frigate was a diversion," SSA-719 fired at the shuttle.

OOM-9 was hot on Swan's tail but the Jedi reached the shuttle before the command droid could get her. The ramp closed and OOM-9 stopped dead in his tracks, not daring to try anything so stupid as to try to jump onto the outer hull of the shuttle. Catching Swan was not worth such an enormous risk.

Various B1 battle droids and super battle droids hammered away at the ship with small-arms fire but it took off without sustaining any real damage.

As OOM-9 watched the ship escape, Dr. Quartz went up to him. "So, how were the combat upgrades?"

"It could use some work, my hands nearly fell off," OOM-9 slowly spun around his right hand. "I require maintenance or they will fall off."

"Did you really need assistance against that Jedi?"

"No. I wanted to see if I could lie to him. It is surprising he accepted a promise made by an enemy. The Jedi are more foolish than I thought, which gives us yet another advantage."

"The Jedi will learn as the war progresses. Just as the clones slowly become more resistant to torture techniques as the Republic learns what to expect from us."

"But we will always be two steps ahead of them. And they're running out of Jedi and clone troopers. Once the Republic resorts to using more natural-born organics this war is going to end very quickly."

* * *

A few surviving Torrent and gunship fighters joined Swan's shuttle as it fled from the planet. None of the fighters had hyperdrives, and Swan doubted that there were any hyperspace rings around. The fighters weren't escaping with her; they were just escorting her until the shuttle got away.

The Nu shuttle and its escorts exited the planet's atmosphere to the sea of stars beyond. Unfortunately for Bultar Swan, the beauty of the stars was marred by a horde of Separatist starships.

"There's the blockade," the shuttle's pilot said.

* * *

Onboard the _Scrapyard_, Commander OOM-8 had been notified that Bultar Swan was onboard the shuttle.

"Focus all fire on the shuttle, don't let it get away."

The powerful quad lasers fired at the shuttle, but the fighters flew interference. One of the Torrent fighters was hit and destroyed, a shot that was meant for Swan's shuttle.

Another laser blast got through and did make contact. "We're hit. Shields down," the clone pilot told Bultar Swan.

The Nu attack shuttle flew close to the Scrapyard's hull as it past by, to make it a difficult target for the turbolasers. A squad of Vulture droid starfighters was unleashed to solve the problem. The remaining Torrent and gunship fighter turned around to buy the shuttle some time.

The droid starfighters broke formation, three of them still heading towards the shuttle. There was nothing the Torrent or gunship fighter could do, they had their hands full with the starfighters that were chasing them around.

The three Vultures approached at top speed, easily closing in on the slower shuttle. The Nu shuttle entered lightspeed, leaving the droid fighters shooting at blank space.

Without hyperspace rings, the two remaining Republic fighters had no hope of escape and hailed the droid control ship to surrender.

OOM-8 has not happy with his failure. The only ship that happened to slip through his blockade of Abridon just happened to be carrying a Jedi. Bultar Swan may not be dead, but at least she was expelled from Abridon.

Commander OOM-8 thought about having the Vulture droids finish off the last two Republic fighters, but decided against it. The command battle droid thought of a worse fate, he was going to deliver those pilots to Dr. Quartz's dungeon.


	17. Unrest on Kalaan

**Chapter 17: Unrest on Kalaan**

Obi-wan Jakoby was always bored when traveling through hyperspace. Before the war, he used the free time to meditate, but there was too much excitement going on to do that anymore. Jakoby was restless knowing others were fighting and dying while he fiddled away his time traveling faster than the speed of light, which was too slow for his tastes.

Jakoby was a good field commander, and an even better fighter. There were few Jedi that had adapted to war as successfully as Jakoby had. Yet despite his great skill and ability, the Jedi Council somehow thought it appropriate to send him on a diplomatic mission during the most dangerous and destructive war the galaxy had ever seen.

Perhaps things were worse on Kalaan than Jakoby realized, but he severely doubted it. The Jedi Weapon Master hoped he could resolve the situation quickly, and if he couldn't, he didn't mind it devolving into another crash and smash fight against the Separatist Droid Army.

"Can't this thing go any faster?" the Jedi anxiously paced up and down the command bridge.

"Just be glad we're not riding in one of those old Dreadnaught heavy cruisers," the clone commander Lancer said.

"A Class 2 hyperdrive rating? If I had to travel in one of those old clunkers I'd go insane." Jakoby had opted to take his single Venator star destroyer and leave the rest of his forces behind. They could catch up later; Jakoby severely doubted that he'd need them immediately. And if it turned out that he would, then he'd just have to grin and deal with the challenge of being heavily outnumbered.

Venator star destroyers were superior to both the Galactic Republic's Dreadnaught cruisers and Acclamator assault ships. They were larger than both of the other ships and were better armed. Equipped with eight DBY-827 heavy dual turbolaser turrets, medium dual turbolaser cannons, point-defense laser cannons, and heavy proton torpedo tubes, a Venator was capable of taking on multiple CIS capital ships on its own. It was the best ship in the Republic Navy and Jakoby had finally gotten his hands on one.

"Twenty minutes until we reach the planet," a crewman said.

"I'm going down to the shuttle."

"A bit early General?" Lancer asked. "We have more than enough time, sir."

"The sooner this gets done the sooner we can leave and get back to fighting. You don't need me on the bridge for anything do you?"

"No sir."

"Then I'll be on my way."

Lancer shook his head in dismay as the Jedi Weapon Master left the bridge. He didn't understand his general's impatience, it's not as if the war was going anywhere.

Jakoby brought his four clone commandos and a red 3PO protocol droid named R-3PO with him. The droid would ensure that the proceedings went well and the clones were there if things got bad.

A squadron of twelve gunship fighters cut through the air ahead of the shuttle's predetermined flight path. Two Torrent fighters escorted the Nu shuttle. It looked more like an Imperial procession than a diplomatic envoy. It looked bad, but Jakoby had no intention of being blown up on the shuttle ride down to a potentially hostile planet.

Separatist supporters claimed that the current government made a deal with the Republic to host a secret military base on the planet. If there was some such base, Jakoby had not been informed of its existence. If he were fortunate, Jakoby could dispel the rumor and the planet would fall back in line.

* * *

The Nu attack shuttle set down on a small air pad, with the Republic fighters flying in a holding pattern above.

A group of seven Kalaanites waited as Jakoby and his entourage departed from the shuttle. Kalaanites were reddish-orange humanoids with large red eyes and blunt, nose-less snouts. Kalaanites were known for stubbornly sticking to their native language in lieu of Basic.

Of the seven Kalaanites present, six looked like soldiers and the seventh was dressed in a formal, brown colored robe. Jakoby assumed the robbed one was the diplomat, though when he greeted Jakoby, it was in the Kalaanite language.

Obi-wan Jakoby was disappointed that even their diplomatic officials lacked the ability to speak Basic, but this was precisely the reason he brought R-3PO along with him.

The red protocol droid translated the Kalaanite's formal greeting. Jakoby politely responded, and R-3PO translated again. From what Jakoby could tell from the diplomat listening intently to the droid, which meant that he lacked not only the ability to speak Basic, but to understand it was well. _Terrific_.

The Republic group was taken to a limousine speeder and sent to the capital building. As they went, Jakoby was worried that the limo didn't have any sort of escort, leaving the Jedi vulnerable to a surprise attack from a rocket or mine. However, Jakoby chose not to voice his concern to his host, who was probably no happier about it either.

From what Jakoby had heard, Kalaan was a lust, green world, though he saw none of that on his ride through the bustling city. It was a rather typical city, and nothing much caught his attention except for the fact that he saw no other species other than Kalaanites.

_Must be a pretty insular society_, Jakoby though to himself. One had to wonder why they were intervening in the affairs of a people who seemed so disconnected from the rest of galactic society. Kalaan wasn't known for any great manufacturing capability, so its not as if they could build a sustainable army of battle droids.

If Kalaan were apart of the CIS, it would more likely be a dependant than a provider. Of course if the planet were loyal, that would mean it was a dependant sucking at the resources of the Galactic Republic. Either way Kalaan seemed to make an annoyance out of itself.

The capital building itself was an extremely wide structure made out of some white marble. The Jedi, his protocol droid, and his four clones were quickly shuffled to be presented to the legislature. This was all done in much haste. "Looks like the aliens are ready to be rid of you just as you are of them," Ace whispered to his general.

"Then this should go smoothly and we'll be on our way."

They were set before two hundred seated delegates and were given some rather disturbing news. Apparently some of the delegates had gotten it into their heads that the Republic had set up a base on their planet without their permission. Jakoby was aware of the rumor but apparently there was an actual structure, which would complicate matters. Of course, those that supported the Republic denied this claim as ridiculous. After all, how could the good and honest Galactic Republic do such a deceitful and despicable thing?

The entire meeting was long, drawn out, and hard to understand as R-3PO had to translate for multiple Kalaanites, who were almost always talking at the same time. Jakoby was becoming fed up with their childish bickering, especially since they seemed to be getting nowhere.

Jakoby proposed that he see proof of a Republic base. The Kalaanites agreed to allow the Jedi to poke around the base to see for himself. The Kalaanites were glad to see the Jedi go.

Jakoby and his clones were taken back to the limo speeder. A wave of relief washed over Obi-wan, he couldn't stand politicians. They went the way they came, back to the parked Nu shuttle, which then took them to the abandoned Republic base.

* * *

The trip took several hours, and there was an uncomfortable silence between the Republic personnel and the Kalaanite diplomat. They finally arrived at the tattered remains of the formerly secret Republic listening post without any time to spare. Jakoby was going crazy trying to figure out how Kalaanites ate, it seemed that their faces didn't have mouths.

There was no denying that the listening post was made by the Republic. Two Kalaanite guards approached the shuttle as it landed. The guards addressed the Kalaanite diplomat and then waved Jakoby, R-3PO, and the four clone commandos inside the complex.

The diplomat said something and R-3PO translated. "Guards have been set up to keep the general populace out. A great many people want to know what's in here. It has been a most unwelcome inconvenience to the government."

"An army of battle droids would be more of inconvenience," Jakoby replied.

"An army of battle droids would be fun to fight," Kicker added.

"Don't translate that," Jakoby cut off the protocol droid.

"Then I suggest you say what you mean," R-3PO scolded.

"I did mean it," Kicker replied truthfully.

Jakoby shot the clone a look that told the soldier to zip his lip.

The interior was littered with Republic supplies, weapons, and corpses. The base's computers had all been wiped clean, but by whom, no one knew.

"This doesn't look good sir. Maybe there was a base here," Ace looked around.

"No," Jakoby continued to look around.

"Sir?"

"Something's wrong."

"These men deserve proper burials. But the locals just left their bodies to rot," Ace was disgusted.

"Cowardly aliens know nothing about respecting war heroes," Kicker cut in.

"Its not the clone corpses that concern me. Where are the droid bodies?"

Ace was silent for a moment. He hadn't even noticed the lack of battle droid remains. "Uh….I don't know, sir. What does it mean?"

"I don't think the locals attacked this base. Pirates couldn't do this. It has to be the Separatists, despite the fact that their battle droids are pathetic weaklings."

"But sir, you just said that only the Seppers could have done this. If they're weak, which they are, what is this all about?" Ace waved his hand at a trio of clone bodies.

"There are no droid bodies. And I don't think Count Dooku decided to start tearing apart Republic bases on his own."

"So what then? Some elite organic troops maybe? Neimoidian soldiers? Geonosian warriors? Gossam commandos?"

"We'd still see some bodies. I don't know how the Seppers got the drop on these men."

All the while R-3PO translated the conversation for the Kalaanite.

"An inside job?" the protocol droid translated the diplomats theory.

"Clones do not betray," Ace made it clear to their alien escort.

"Maybe it was non-clone personnel that switched sides," Jack said. "They can't be fully trusted."

"The Separatists may have put this base here themselves and littered it with dead clones to make it look like a firefight took place in a secret Republic facility. The Seppers slipped up when they forgot to add droid bodies."

"You expect us to believe that the Confederacy secretly built this base to frame the Republic?" the droid translated the Kalaanite's disbelief.

"You think they lack the ability?" Jakoby asked.

"They probably lack the intelligence," Kicker joked.

"You're not helping," Jakoby pointed at the clone.

"How would the Confederacy plant an entire base without detection?" R-3PO translated.

"How would the Republic build a base without detection?" Jack countered.

"I know it sounds odd, but I'm willing to bet that's what happened. The Seppers are responsible for this," Jakoby did his best to blame the CIS. The Republic had put him in a bad position and if they really were innocent, then Jakoby's theory was true.

"Is there anywhere else you would like to see?"

"No, I've seen enough. We're not getting anything else out of this place. Let's go back."

"Hey, ask him if we can collect the bodies," Jakoby told R-3PO as they exited the base.

There were two Kalaanites at the outside the base, but they were not the same guards as before. In fact, they didn't seem like guards at all. Though they wore some light armor, they had no discernable weapons. Jakoby thought something was amiss.

"Calyee caloo?" one of the Kalaanites said as they approached.

Jakoby had no idea what was being said, nor did he have any inkling as to what tone of inflection he was hearing.

"Luka too." The other Kalaanite responded. Jakoby's diplomat hit the deck.

The two Kalaanites revealed concealed blaster pistols and shot at Tai. His shields protected him and confused the attackers.

"Weren't expecting us to have shields huh?" Tai said rather smugly.

The two orange-skinned aliens seemed to argue with each other for a moment, and then one pulled out a thermal detonator. The four clone commandos opened fire and cut the two Kalaanites down in a storm of blue blaster bolts.

"Why I never!" R-3PO exclaimed.

"Never what? Be useful in a firefight?" Kicker teased the protocol droid.

"The locals aren't going to be happy about this," Jack said.

"It was self-defense. I'm sure we can work this out," Jakoby was confident.

"That or we'll be put on trial for murder," Ace said.

"We likely just killed some Separatist supporters, how mad could they be?"

The diplomat was frantic, failing his arms around and speaking very fast. R-3PO translated that he had no knowledge of the assassination attempt. Obi-wan Jakoby was inclined to believe him, given his utter cowardice during the entire event.

"I wonder what happened to the guards?" Jack asked.

"Found them," Kicker pointed. "They didn't even bother to hide the bodies very well. What a bunch of second-rate assassins."

The ride back in the shuttle was even more awkward and trying. The Kalaanite wouldn't shut up the whole time and Jakoby just wanted to return to the legislature and end the whole ordeal.

* * *

Obi-wan Jakoby and his party were immediately admitted. Word had spread fast and now the Jedi was faced with an entire legislative branch of panicking Kalaanites. Some seemed to be fearful of a Republic retaliation for the assassination attempt while others accused each other of treason. It was difficult for R-3PO to sort out and explain to his Jedi master.

Eventually the Kalaanites calmed down and started grilling Jakoby on why there was a Republic base there in the first place. Jakoby offered his theory that the Confederacy had planted the base there in order to frame the Galactic Republic.

"What proof have you of these charges?" R-3PO translated for a Kalaanite.

"None. But it cannot be disproven. All I can promise is that I can assure you that I did not know about that base."

"That doesn't inspire confidence," R-3PO translated.

"My honest ignorance of the situation is all I can offer on the situation. But can the Confederacy say the same? Has the CIS sent any diplomatic envoys?" Jakoby was hopeful that maybe he could start a fight with an actual Separatist. Such an action would absolve him of having to try to solve this conundrum peacefully.

"No Separatist diplomats have been received," R-3PO provided the answer.

The Kalaanites started to bicker with each other, much louder than before.

"What's going on with them?" Jakoby asked R-3PO.

"I'm having difficulty understanding them. They appear to be using a lot of slang not in my databanks."

The yelling and finger pointed started to target a specific Kalaanite. After he seemed to lose an argument, security guards swarmed in.

"What? Are they going to arrest that guy?" Tai asked.

The targeted Kalaanite procured a time bomb and blew himself up, taking a quarter of the assembly with him.

Jakoby and his commandos dived to the floor while R-3PO was knocked off his feet by the blast.

"I guess we know who the Separatist is," Jack said.

"Was," Kicker corrected.

Despite the moaning and groaning of the injured and dying, the unscathed Kalaanites still didn't shut up.

"They say the Separatists are coming," R-3PO explained.

"Perfect," Kicker was pleased. "Where are they?"

"Right outside the building."

Jakoby and his commandos rushed outside to greet an army of Kalaanite Separatists. Their assigned diplomat didn't bother following them this time. Jakoby called in for backup, but it was unlikely that anything substantial would reach them anytime soon.

"That's a lot of aliens," Kicker observed.

"How do we tell them apart from civilians?" Jack asked.

"We kill the ones that shoot at us," Jakoby activated his lightsabers.

"That's a big help," Ace started firing his anti-armor rockets randomly into the crowd.

Jakoby started deflecting blaster bolts away from his clone commandos.

The two Torrent fighters that escorted the Nu shuttle appeared in the sky and lightly sprinkled the street below with blaster fire. The pilots didn't want to cause too much damage and had their hands full avoiding the few Kalaanites that were equipped with anti-air rocket launchers.

Jakoby threw one of his lightsabers and cut through twenty Kalaanites in one stroke. A Kalaanite retaliated by tossing a thermal detonator the Jedi's way. Jakoby grabbed the explosive with the Force and returned it to its sender. Kicker and Tai helped create more of a mess by throwing thermal detonators of their own.

With the street more open the Separatist supporters brought up their vehicles, a pair of flash speeders.

The first flash speeder came in fast, trying to run over the clones. Jack shot the driver and hopped in as it came near him. The commando then reached over and slit the throat of the gunner with his wrist blade. Jack then turned the speeder towards the biggest grouping of Kalaanites and accelerated.

Jack set a time bomb in the speeder and rolled out. The flash speeder exploded amongst a large group of Kalaanites.

The two V-19 Torrent fighters swung around again and blasted the Kalaanites' second flash speeder.

A herd of Republic AT-RTs and LAAT/i gunships finally approached the scene as Jakoby finished off the last of their attackers. One of the recon walkers trampled up to the Jedi general.

Lancer hopped off the AT-RT. "General, if you're going to call us in, at least leave something for us to shoot."

"Sorry about that. I guess we got carried away. These guys are even more pathetic than the Separatist's battle droids, if you can believe that."

"I believe it, sir."

* * *

The cleanup was easy in that they allowed the locals to deal with the mess of bloody bodies.

"So, what's the situation?" Jakoby asked R-3PO as the protocol droid approached him with the Kalaanite diplomat.

"They considered imprisoning you and your commandos for the civilian casualties," R-3PO answered.

"Great," Kicker whined.

"But they decided they couldn't incarcerate such powerful warriors. They have instead decided to side with the Republic and are willing to officially host a Republic base."

"Good for them. I knew this planet would have a happy ending," Jakoby grinned.


	18. Zel System Skirmishes

**Chapter 18: Zel System Skirmishes**

The 8th Fleet of the Confederacy of Independent Systems consisted of nine major capital ships, not including its four _Hardcell_-class interstellar transports and collection of Trade Federation freighters, super freighters, missile frigates, and repair ships.

The 8th Fleet was small compared to many other Separatist fleets. Despite massive numbers, the CIS Navy was constantly getting thrashed in space sorties throughout the galaxy. Massive Separatist warships were continuously lost and replaced, prompting Confederate planets to demand more vessels for their defense fleets. The ship shortage left little for OOM-9 to get his hands on.

OOM-9 was still surprised that the fleet that blockaded Naboo a decade ago was still larger than the group he currently commanded. Though small, the 8th Fleet had proven to be effective in the war so far, accumulating no capital ship casualties whatsoever.

General OOM-9 currently resided on the command bridge of the droid control ship, the _Magna Musai_. The command battle droid was waiting for a message from Count Dooku.

"What about those new ultra droidekas?" Z23-Y75 engaged OOM-9 in conversation while they waited for Dooku's call. Z23-Y75 had recently gotten a black Trade Federation emblem painted over the yellow command circle on his chest.

"Too expensive. And they're barely being manufactured at all. We might as well just arm all our B1s with ZGD gatling guns," OOM-9 answered.

"General, a transmission from Count Dooku," a pilot droid stated. The call finally came in and was immediately put through.

Count Dooku's grand visage filled the viewscreen. "General OOM-9, there is a specific task that you are uniquely qualified to handle. I need you to convince the Zel system to join the Confederacy. They have not yet taken the proper stance in this war. The Zeltrons have had a history of preventing invasion, but they will have no choice but to accept an offer from you."

"Yes, Count Dooku," OOM-9 nodded.

"You are to depart from Abridon as soon as your troops have been loaded."

"They already have, my lord. We may leave for the Zel system at once."

"Excellent. I have already notified the Zeltrons of your impending arrival." Dooku grinned. Only Count Dooku could pull off a smile that inspired both hope for the future, and malice towards one's enemies. "I know you will not fail me, General." The Head of State terminated the transmission.

"Set coordinates for Zeltros," OOM-9 commanded the crew.

"Dooku's trust in your abilities is continually growing," Z23-Y75 remarked.

* * *

The 8th Fleet exited out of hyperspace in front of the planet Zeltros. The planet looked like a pink and yellow marble encircled by two moons. It had a breathable atmosphere and a temperate climate. Zeltros was the homeworld of the Zeltrons and was also a luxury world ruled by a popular monarchy. The planet housed a flood of nightclubs, amusement parks, theatres, and many other pleasure facilities.

Zeltrons were a near-human species whose skin and hair color came in various shades of red. A typical Zeltron was considered attractive by human or humanoid standards. Zeltrons could produce pheromones, which could further enhance their attractiveness to others. They were also capable of projecting their emotions onto others, as well as reading the emotions of others. These biological characteristics had allowed the Zeltrons to prevent invaders from conquering their homeworld throughout history.

"Incoming communication from the planet," a droid crewman said.

"Put it through."

"Count Dooku told us of your arrival, General OOM-9. We would love to accept your diplomatic envoy but I'm afraid we have a serious problem. Patrol ships have picked up illegal Republic activity in the area. Perhaps you could solve this problem for us?" the Zeltron communications officer wasted no time in trying to get the droids to disperse.

"Give me the coordinates and I'll take care of it."

"Coordinates received," a droid said.

OOM-9 wirelessly uploaded the information from the CCC. The Republic apparently had a presence on just about every planet in the Zel system except for Zeltros itself.

"We graciously thank you in advance for dealing with the Republic. Our own military forces are not substantial enough to deal with the threat. Perhaps we can reschedule the diplomatic envoy for another time."

"No, the negations will continue as planned. I will leave a ship here while I eviscerate our enemies."

"As you wish General," the Zeltron communications officer cut the transmission.

"Why didn't the Zeltrons inform Count Dooku of this?" Z23-Y75 asked.

"They're trying to stall us. They know their little tricks are useless against droids. For all we know they might have persuaded the Republic to come to this system to destroy us."

"So you're going to leave only one ship at Zeltros? What if they attack?"

"The Zeltrons will never confront us directly. They know it would seal their fate. They will not attack. The Republic will fail to do their dirty work and they will accept Dooku's generous offer to enter into the Confederacy."

The Republic was milling around the planets Zeldiis and Zellone. OOM-9 divided his fleet to prepare for simultaneous attack on the separate targets.

"General OOM-9, you have an incoming message from Admiral Trench," a droid said.

"Put it through." Trench was a highly successful Separatist admiral, an individual who used his wits to win battles. OOM-9 respected that. There were few organics in the galaxy that actually utilized their brains.

"General OOM-9, I am in need of assistance. I have chased a Republic fleet to the planet Zeloa, but require reinforcements." Admiral Trench was a Harch, a spider-like, bipedal species that had six eyes and six arms.

"I am on my way Admiral," OOM-9 promised, and then ended the transmission.

"What about the Zeltrons? They are expecting you."

"I will personally assist Admiral Trench but we cannot allow the Republic to delay the negotiations. Z23-Y75, you are in charge of Zeltros now."

"Roger roger."

"I know Count Dooku intended for me to handle Zeltros but I have a far more interesting idea. Z23-Y75; Commander Zako, Major Katen, and Captain Sledge are to accompany you to the planet." OOM-9 wanted to see what effect the Zeltrons' special abilities would have on his three human officers.

"General, are you sure that's wise? Those three may pose a great hazard to this particular planet and the upcoming negotiations."

"Bring 3B3-888 and 8EX along to make sure they behave."

"Roger roger," Z23-Y75 didn't think the B1 and B2 would be enough to corral the three humans.

OOM-9 took the _Magna Musai_ and left for Zeloa. EEK-176 and OOM-8 took the _Scrapyard_, _Glaciarium_, and the four Techno Union ships to Zeldiis. TH-1066 took the other ships to Zellone. The Commerce Guild destroyer, _Khassez_, was the only one left at Zeltros.

* * *

Crison Rud wrung his hands in anxiety. The Zeltron diplomat had been the unlucky one selected to accept the envoy of CIS droids. Zeltros had always been able to repel invasion, but an army of droids was a different matter. It was likely Rud would take the blame for what would soon occur, a thought that made his gut wrench.

A brown Sheathipede shuttle protected by two brown Vulture droids came touching down on the air pad. The red eyes of the droid starfighters looked angry to Rud as the two Vultures paced around in walking mode. A B1 battle droid and B2 super battle droid exited the shuttle first, followed by a command droid with the Trade Federation emblem painted across his chest. Crison Rud sighed internally, how could he entertain war machines? The pheromones secreted by his species were useless against droids.

Then the diplomat's mood picked up when he saw three humans exit the shuttle after the droids. Rud stared at the humans, dressed in formal wear rather than military uniforms as if they were expecting to party hard. There was a male with a black top hat and black suit, a blond female wearing a blue dress, and a black-haired female wearing a black dress. It was too good to be true. The Separatist fools had brought organics along on their mission. Perhaps the Republic activity in the area had taken up too many battle droids. Crison Rud smiled; he would be able to repel the Confederacy's advances after all.

"Welcome! Welcome, my friends!" Rud beamed with outstretched arms. "I think you will enjoy your visit to Zeltros! And can I assume you're the great OOM-9?"

"Negative. I am Commander Z23-Y75, here to negotiate on OOM-9's behalf. The general has deployed to oversee the eviction of the Republic from the system."

"Of course. We appreciate the gesture to keep our system free of those cloned monsters."

"Our eventual goal is to free the entire galaxy from the Republic's clone armies. Now, if you could take me to your leaders."

"Yes, yes. But wouldn't you like a tour of the area first? Our planet has much to offer and I'm sure your troops must be exhausted from fighting this terrible war."

Z23-Y75 turned to his humans, and was silent for a moment. "Yes, they would enjoy a tour. I will speak with your government myself."

Rud frowned on the inside. He couldn't deter the leader droid, but if he could turn the humans, they would probably send the droids away. After all, didn't the Confederacy's battle droids all take orders from organics? Rud had never heard of the reverse ever being true.

Crison Rud led the group to a black limo speeder. "I apologize. I didn't realize the group would be splitting up. A second speeder will be in shortly to pick you up Commander." Rud, 3B3-888, 8EX, Zako, Katen, and Sledge got in the first speeder.

"A new speeder and host will be with you momentarily," Rud told Z23-Y75. He was glad he could delay the command droid, if just for a few minutes. One might think it foolish to leave the battle droid unattended, but really, what could the droid do on his own?

Crison Rud ordered the limo driver to take them to the nearest beach, he wanted to bend these humans to his will as fast as possible. It was not a long drive, and soon the limo was parked and the occupants dispensed.

"What is wrong with these people? Where's all the pollution? Smog? Industrial waste? Something? The air's so un-perverted its making me nauseous." Melissa Sledge took in a deep breath of air after leaving the limo speeder.

"We really outta start calling you Sludge," Katen suggested.

"Shut up ASH-ley!"

Ashley Katen grinned, pleased with the response she was able to elicit.

"You've been inhaling recycled air on starships for too long," Zako told Sledge.

"And breathing in the pollution and death on the battlefield is any better?"

"Perhaps we can get you all something more comfortable and appropriate for the beach," Rud suggested.

"Yeah, good idea. I'm feeling hot," Katen agreed.

"We have a variety of swimwear available free of charge."

"I'll pass. I hate the water," Zako said.

Katen and Sledge took advantage of the offer.

* * *

Admiral Trench stared at the single Lucrehulk droid control ship that exited out of hyperspace. "The 8th Fleet is larger than that. I thought the droid general was going to send more ships." The Harch admiral clicked his mandibles together in frustration.

"The 8th Fleet is engaged with Republic forces all over the system," Trench's tactical droid explained after checking a console readout.

The _Magna Musai_ and Trench's fleet corned the Republic ships above the gas giant Zeloa. Fourteen moons orbited the planet, eight of which were currently visible from their position. The Republic had four Venator star destroyers and four Acclamator assault ships at their disposal. Trench had his flagship, _Invincible_, four Banking Clan frigates and two Lucrehulk droid control ships.

Onboard the command bridge of one of the Venators was the Jedi Knight Nem Bees. Nem Bees was a male Ortolan. Ortolans were stocky bipeds with long snouts and floppy ears. They ultimately looked like blue elephants. Nem Bees was particularly adept at infiltration. Unfortunately, the superior Navy tactician, Admiral Trench, had cornered his fleet. As a new Lucrehulk droid control ship exited from hyperspace, Bees chose to stay and fight.

The capital ships on from all alignments unleashed their starfighters. Hundreds of V-19 Torrent fighters charged headlong towards thousands of Vulture droid starfighters.

The Republic cruisers broke off, taking on separate targets. A Venator engaged the _Invincible_ in single combat.

"Fire the torpedoes," Trench ordered as the star destroyer came into his ship's range. "Torpedoes away Admiral," the tactical droid responded.

"Deploy the bombers and send them against the smaller cruisers," Trench commanded.

The four Acclamator ships attacked the four Banking Clan frigates and Trench's two droid control ships. The last three Venators headed towards the _Magna Musai_.

OOM-9 personally led his starfighter hoard from the cockpit of an advanced E-STAP droid starbomber. After the two hordes of starfighters passed each other, everyone broke formation and chased each other around.

OOM-9 barrel rolled out of the way of an oncoming Torrent, made a sharp right turn, and started pursuing the fighter that had nearly collided with him.

This particular clone pilot wanted to stay alive, for after many evasive maneuvers, the clone started flying in a sharp circle attempting to lose his pursuer. Despite his target's annoying flying pattern, OOM-9 kept up, forcing his bomber into a tighter turn and finally shot the craft to pieces.

Another Torrent flew in from the side, and sprinkled the bomber's shields with blaster fire. OOM-9 pulled his E-STAP upwards, though up was relative in space. The Republic fighter didn't pursue, as it was then chased by a Vulture droid fighter.

OOM-9 noticed that the hangers on the Venators were open to permit the coming and going of starfighters. The battle droid general ordered in shuttles to land in one of the targeted Venators. If they could commandeer one ship, they could help turn the tide against the outnumbered _Magna Musai_.

* * *

From one of the _Magna Musai's_ hangers, KJZ-8267 watched the space battle as he waited for SSA-719. The situation looked bleak, as the droid control ship was currently outnumbered three to one. Trench's fleet was still preoccupied with the other Republic cruisers; they weren't getting help anytime soon. Even with the Hyena droid bombers hammering away at them, the Acclamators stubbornly refused to go down.

The security battle droid finally showed up, carrying the KnKr-1 doomseeker cannon. "What did you want this for?"

"I have an idea. Our shuttle is prepped and waiting."

"Roger. Don't tell me your plan or anything."

"You haven't figured it out yet?"

The two battle droids walked up the blue Sheathipede shuttle's ramp.

* * *

The two Sheathipede shuttles OOM-9 requested followed him into the Venator's hangar. A squad of droid marines exited from one shuttle while a group of droid commandos departed from the other.

OOM-9 hopped out of his fighter-bomber and landed on a clone. OOM-9 snapped the clone's neck, turned, and shot another clone coming at him.

The droid marines and commandos had no trouble slaughtering the hanger bay workers but proper fighting clone troops soon started spilling onto the scene.

One droid marine fired an E-60R rocket launcher right in the middle of a clone squad, killing eight troopers at once. A BX droid commando shot the remaining survivor in the torso.

More clone troopers continued to pour into the hanger, and were continually brought to a halt. BX droid commandos and marine battle droids were a deadly combination.

The clones started to give up on destroying the shuttles and focused more on preventing the droids from gaining further access to the rest of the cruiser.

When the fight seemed more and more like a standoff, some of the droid marines turned to destroying parked Republic fighters with time bombs and rocket launchers, trying to provoke a response from the clone troopers.

The droids got a response they didn't intend. A blue Ortolan appeared in the hanger. OOM-9 guessed that he must be a Jedi, why else would an Ortolan be here? OOM-9 detached the ZK-II war-axe affixed to his back and activated it.

With blinding speed, OOM-9 rushed in and sliced Bees' lightsaber before the Jedi could even activate it. OOM-9 slashed again to take off the Jedi's head, but this time Bees was barely able to escape the swing.

A clone suicidally tackled OOM-9 to draw attention away from Bees. The blue-skinned Jedi used the opportunity to run.

OOM-9 knocked the clone off him with his axe and finished him off with a shotgun blast from his custom E-5. "Get back here you coward!" OOM-9 went after the Jedi.

Two lucky clone pilots ran for a parked Nu shuttle that the droids hadn't gotten around to destroying yet. None of the droids were able to hit them as they boarded. Bees also got aboard the Nu shuttle.

"Stop that shuttle!" OOM-9 ordered, no longer running after Bees. A droid marine complied by shooting the craft with an E-60R rocket launcher. The hit was good but the shuttle still took off in one piece, albeit smoking.

OOM-9 received a transmission from KJZ-8267, telling him to evacuate from the Venator.

* * *

A squadron of fast flying E-STAP bombers closed in on the Venator nearest to the _Magna Musai_. Following them was KJZ-8267's shuttle.

"Commencing bombing run," the lead bomber's pilot stated.

The twelve bombers orderly saturated the Venator's two command bridges with proton bombs. After the bombers had completed their run, KJZ-8267's shuttle pulled alongside the bridges.

"We've lost shields to the bridge," a crewman said.

"What are they doing?" the Venator's captain asked as she looked through the viewports. The bombers weren't coming back but a blue Neimoidian shuttle was hovering before them.

SSA-719 was standing in the open passenger doorway of the shuttle, doomseeker cannon in hand. The security droid aimed the gigantic gun and blasted huge holes into both of the Venator's bridges. The Venator's bridge staff was sucked into the vacuum of space.

Back in his advanced E-STAP, OOM-9 saw the Venator lose control and spiral down towards Zeloa. OOM-9 was impressed with the creativity and effectiveness of KJZ-8267's and SSA-719's attack.

The E-STAP bomber squadron made a run against the next Venator's command bridge, followed again by SSA-719 using the doomseeker cannon to blow holes into the shield-less towers.

The process was again repeated on the third Venator, though the Republic had finally figured out what the droids were up to, they no longer had enough starfighters to do anything about it. The remaining V-19 Torrent fighters were already doing everything they could against the hordes of Vulture droids.

The _Invincible_ had disposed of its opponent and the Acclamators were finally starting to crack apart. The Republic had lost the battle. Bees' Nu shuttle, which had joined in the starfighter battle since leaving the Venator's hanger bay, had now turned tail by order of Nem Bees. The shuttle got through the starfighter swarm and shot into hyperspace, leaving behind the rest of the Republic ships to their doomed fate.

Admiral Trench looked on as the Vulture droids swarmed what was left of the Torrent fighters. "That was unexpected. General OOM-9 is more resourceful than I thought."

"He is exceptionally successful for an old command battle droid," the tactical droid stated.

"Recall the Hyena bombers, their job is done."

"Yes, Admiral."

The Venators that fell to Zeloa burned up on entry into the atmosphere, but not before several escape pods were ejected.

"Deploy the pod hunters," Trench ordered. "And tell OOM-9 to deploy his as well, there are a lot of escape pods out there."

"Yes, Admiral."

* * *

Ashley Katen had chosen a black bikini with blue highlights and Sledge donned a purple one with lime green highlights. Both of the female officers were in excellent shape and looked good in bikinis. Despite their exterior beauty, Crison Rud was quickly learning that they had ugly personalities.

On the beach, 8EX and 3B3-888 were originally the ones turning heads and raising eyebrows. But soon the three humans started to take center stage. The three CIS officers were becoming hyper-violent, but so far were only targeting each other. After a few minutes their targets began to change from each other to innocent bystanders. They were complete bullies, destroying sandcastles, picking fights, and making threats to the ocean.

Zeltron pheromones did not seem to work properly against these humans, and Rud was unable to imprint his own emotions onto them. Instead the human trio was becoming steadily irate and belligerent.

Rud was having to rely on the two battle droids to keep the humans contained, the exact opposite of what he originally thought would happen. Most humans that visited Zeltros could be felled by various alcoholic beverages the planet had the offer, but the three CIS officers were instead consuming vast amounts of sugary snacks which heightened their energy and aggression.

"This is boring, where's the violence?" Ashley Katen sucked on a lollipop.

"I knew we should have went with OOM-9. Now we're stuck here. I hate the beach," Zako complained. "Stupid sand gets everywhere."

"Maybe you wouldn't be having so much trouble if you had changed," Sledge suggested as she bit into a candy bar.

* * *

The _Scrapyard_ and _Glaciarium_ exited out of hyperspace in front of Zeldiis. The planet Zeldiis was a barren rock orbited by three moons. Two Republic Dreadnaughts came out to greet the CIS. The Dreadnaughts unleashed gunship fighters and the _Glaciarium_ let loose Vulture droids while the _Scrapyard_ bleached a combination of Scarab starfighters and hunter-seeker droids.

The old Dreadnaughts were seen as a joke and EEK-176 sent the landing craft down to Zeldiis amidst the space battle. The two Dreadnaughts split up and each took its own Lucrehulk opponent.

EEK-176 went down to the planet on a Trade Federation drop ship that was following the C-9979 landing craft.

"Signal the Hardcell transports to begin landing on the planet," OOM-8 issued the order once he was sure that the Dreadnaughts were properly occupied.

A Republic mining station mired the barren planet's landscape.

The landing craft began deploying the vehicles while the Techno Union ships provided infantry. The barren land was overrun with battle droids, baron battle droids, thermal detonator battle droids, grapple battle droids, plasma battle droids, rocket battle droids, super battle droids, droidekas, and dwarf spider droids.

EEK-176 exited the drop ship on a beige GAT. The AATs, GATs, AMLs, and homing spider droids provided by the landing craft were met by clone personal and scout walkers. Not the best of the GAR's vehicles. The spider droids and armored assault tanks did most of the work, almost competing with one another to see who could get the most kills.

The mining facility didn't even have any defensive turrets. The Separatists simply rolled over everything. The only chance the Republic had was a squadron of gunship bombers that deployed from an air pad near the mining facility.

Within a few minutes the gunship bombers proved to be quite useless. They focused more on evaded anti-air missiles from AMLs and baron battle droids than actually bombing the droid army.

In space, the Republic was doing no better. It was no contest; the two Lucrehulk ships had size, shields, and firepower on their side. Had they tried to escape, the Dreadnaughts might have had a chance to escape. But they didn't. They didn't even attack effectively. They broke off and each took their own Lucrehulk ship, instead of combining fire against just one.

The two Dreadnaughts blew up almost simultaneously. There weren't even any escape pods ejected. The remaining gunship fighters turned around and headed back to the planet.

"Tell the fighters to pursue," OOM-8 ordered. "We cannot allow them to harass our ground troops."

EEK-176 and OOM-8 had really overdone it in this battle. Battle droids outnumbered clone troopers three hundred to one. There ultimately just wasn't a need for that many droids troops on the battlefield. Though the info the Zeltrons had provided made it seem like the Republic base was stronger than it actually was.

The droid army surrounded the mining complex. There were three main ramps leading down into a massive entrance. EEK-176 sent down the infantry, leaving the vehicles at the perimeter to prevent anyone from escaping.

The baron battle droid E2BA-89 was on one of the ramps leading down to the mine entrance when a gunship bomber approached. The anti-air droid fired his twin backpack missile launcher, nailing the bomber. It started falling out of the sky, but careened toward the ramp. The ship's wingtip almost hit E2BA-89 as it went by and crashing into the ground.

An army of over two thousand battle droids marched into the mining station. They were disappointed by what they found. Most were miners or Kaminoan worker droids. Almost no clone troopers at all. The Republic obviously wasn't expecting an attack here.

Only one clone squad seemed to put up a real fight. They had set up defensive positions deep in the mines, and had already defeated two squads of B1 battle droids.

"They've sent in the supers!" a clone hollered as a squad of B2s marched into the area.

The clones used mining equipment for cover. They had also instructed the worker droids in the area to keep mining to provide background noise to annoy the droids.

The super battle droids were slow to pick up on the clones' various hidden positions. The droids started to fall to blaster fire and a trio of droidekas came in to remedy the situation.

"They've got rollies!" The clones started chucking thermal detonators at the shielded droids, ignored the possibility that the explosives might collapse the mine.

Two of the destroyer droids bit the dust, leaving one to soak up a lot of blaster fire on its own.

EEK-176 and E2BA-89 came in with a squad of dwarf spider droids to finish the job. E2BA-89 specifically targeted the mining equipment, taking out a few hidden clones and Kaminoan worker droids.

"We've got spiders inbound!" a clone yelled.

EEK-176 used an E-5 shotgun, an effective weapon in the close quarters of a mine. The clones had used up most of their thermal detonators and their DC-15S blasters weren't strong enough to take out the spider droids.

Dwarf spider droids excelled at underground fighting, one of their nicknames was 'burrowing spider droid,' since they were originally used by the Commerce Guild to combat tax-evaders on mining worlds. The spiders' infrared photoreceptors and powerful sensors rooted out the clone's locations. The spider droids were slow, but approached the clones' positions and systematically wiped them out.

Eventually only a clone sergeant was left. EEK-176 destroyed the clone's weapon with a shotgun blast. EEK-176 then rushed up and smashed his shotgun against the clone's head. The command droid grabbed the clone sergeant by the neck and threw him into a mining drill that was still running, creating a big bloody mess.

* * *

Rud, the three humans, and two battle droids had wandered away from the beach and into the city. The group meandered into a candy store. Katen and Sledge were still in their bikinis, but that wasn't an unusual site on Zeltros.

"What do honest Hutts, tall Ortolans, and intelligent clone troopers have in common?" Zako asked.

"I don't know. What?" Sledge asked.

"They're all imaginary."

"Ha!"

The humans started scavenging around, looking for various candies.

Zako noticed a circular cake with a hole in the middle. It was covered in chocolate icing. He snatched the foodstuff and ate it.

"This is delicious! Its one of the best things I've ever had! What is it?" Zako demanded of the clerk.

"It's called a donut."

"Dough-nut?" Zako asked.

"I don't taste nuts of any kind," Sledge swiped one and ate it.

"It's just a name."

"A stupid name."

Katen took one and bit into it, cream spilling out over her face. "Ack! What's this stuff?" The white ooze dripped from her chin onto her chest. She tried to wipe it off but only made herself messier. "Arrgh, I'm all sticky." She sucked on the icing stuck to her fingers. "I taste good though."

"Some are cream filled. You've never had donuts before?" the clerk asked.

"No," all three humans answered at once.

"They're a favorite food here on Zeltros," Rud explained.

The humans started taking large quantities of candy and donuts. "Where are we gonna put all this stuff?" Sledge asked.

"Make Karl hold it, he has pockets," Katen answered.

"Are you gonna pay for all this?" the clerk asked.

"Shut your talk tube candy Zeltron," Zako threw a wad credits in the Zeltron's face and the three humans laughed profusely before they started devouring the candy and donuts.

"Hey Rud, get me the recipe for donuts," Zako demanded.

"Yes, of course." Rud finally found a weakness in the three humans, a love of donuts. Though he didn't know how he would exploit this knowledge.

* * *

Under the leadership of the tactical droid, TH-1066, the Munificent frigates and Recusant destroyers of the 8th Fleet approached and descended into the upper atmosphere of Zellone. Zellone was a gas giant orbited by seventeen moons.

The Republic had six bronze-colored gas mining platforms in the area, protect by a floating landing pad that housed a squadron of V-19 Torrent fighters. TH-1066 noted that the Republic was exactly where the Zeltrons reported they'd be, a possible sign that they could be peacefully integrated into the Separatist Alliance.

"Use the B2-RP battle droids, capture the platforms if possible," TH-1066 told his fleet.

The CIS capital ships split formation as they approached gas-mining platforms. The three Banking Clan frigates and two Commerce Guild destroyers each took their own platform, while the cluster of super freighters and missile frigates went after the landing pad.

Each ship approached its assigned platform and unleashed scores of B2-RP battle droids, also known as rocket super battle droids. They were basically super battle droids with built-in rocket packs. They had blue-white markings on their torsos, arms, and legs to distinguish them from their more common, land-based cousins.

The platforms themselves weren't much of a threat. Each was equipped with six anti-starfighter cannons, though they were useless against the capital ship's shields and couldn't hit the speedy rocket droids. The only advantage the Republic had was that the capital ships weren't firing on the platforms.

A single CR70 corvette was docked to one of the platforms, but detached to engage the Separatists. TH-1066 sent two super freighters to deal with the minor threat.

The Trade Federation missile frigates failed to destroy the V-19 Torrents while they were parked. The Republic starfighters broke up and scattered all about the battlefield. They were a minor threat, and TH-1066 sent only a single squadron of Vulture droids to deal with them.

"Target platform is secured," a rocket droid transmitted to TH-1066.

"Stand by to receive worker droids," TH-1066 informed the droid. A trio of Sheathipede transport shuttles left the _Komusai_ towards the mining platform.

The Republic was weaker than TH-1066 expected. The tactical droid ordered his _Munificent_-class star frigate to turn towards the air pad.

One of the V-19 Torrent fighters sped towards the Banking Clan frigate in defense of the air pad. The Republic fighter spat blue blaster bolts at the command bridge. TH-1066 stood right next to a viewport and looked out as the shields absorbed the damage. The V-19 fired all of its concussion missiles, as if trying to kill the tactical droid.

The purple tactical droid was perfectly safe inside the bridge and the _Komusai_'s turrets destroyed the Torrent fighter.

"Fire Prow turbolasers at the air pad," TH-1066 commanded.

"Firing Prow turbolasers."

After a few bursts the air pad erupted in an explosion.

* * *

Z23-Y75 stood before Zeltros' monarchy. "It would be in your best interest to join us. I'm sure you're well aware that the Separatist Droid Army cannot be stopped."

"We've heard that one Jedi is worth more than a thousand battle droids."

"Republic propaganda. The Jedi Order is frail and falling apart. They hide behind the clone army like cowards."

"We can deal with both the Jedi and the clone army ourselves. Why do we need you?"

"Because your pheromones won't work against an orbital strike," Z23-Y75 was blunt.

"And why should we believe that the Galactic Republic would commit such a horrendous act?"

"Because they've already committed war crimes against civilian populations that wanted nothing but the right to make their own choices. You will be subjugated no differently than anyone else."

"The Republic would not dare try to conquer this planet."

"Which is why they will destroy it with an orbital bombardment," the command droid made his point.

"We hear that your subordinates have been spending time touring the area." A large viewscreen hummed to life, showing Zako, Katen, and Sledge.

"Flip over that speeder!" Sledge told 8EX.

"Why?"

"Because I said so!"

The super battle droid did as instructed, and overturned a parker landspeeder.

The room was silent. The various Zeltron government officials were baffled by what they saw. Instead of docile partiers, the humans were going on a rampage.

"What is this?"

"Human CIS officers. And we have thousands more just like those three," Z23-Y75 bluffed.

"Ahh, I see…"

"The sooner we finish negotiations, the sooner they can go back to fighting the clone army."

The large viewscreen showing the Separatist humans was switched off. "We understand, perhaps a deal can be worked out." The Zeltrons had no desire to fight an army of battle droids and psychotic humans.

"Excellent. Your willingness to see reason will be rewarded."

* * *

Nem Bees' Nu shuttle exited out of hyperspace in front of Zeltros. Nem Bees planned to appeal to the Zeltrons for assistance. The Nu shuttle was able to get past the _Khassez_ to Zeltros, though just barely. The Jedi hadn't expected the CIS to be at Zeltros at all, he wondered what they were up to. It wasn't an invasion; no Separatist commander would invade a planet with only one _Recusant_-class light destroyer.

The shuttle had taken so much damage it nearly crashed instead of landing. Most unfortunate for Bees, the shuttle had landed within visual range of 3B3-888, 8EX, and their three human officers.

The five Separatists raced back to their speeder limo. 3B3-888 threw out the driver and piloted the vehicle himself, pushing the sleek speeder to its limit. Crison Rud was more than happy to be left behind, though he was supposed to be watching the Separatists, he didn't want to get caught up in a firefight. If he were lucky maybe the Separatists and Republicans would kill each other off. At the very least, the Separatist humans now had an acceptable target to take out their sugar-fueled rage on.

The speeder limo pulled up to the side of the smoking Nu shuttle. Nem Bees and the shuttle's two pilots were already out and about. Bees felt a disturbance in the Force. Like a wave of bloodlust had washed over his body. He felt an incredible combination of anger and insanity, and he did not understand why.

Bees and the clone pilots initially thought nothing of the three humans that exited out of the speeder. The humans started to approach them. One of the pilots moved to address them when 8EX and 3B3-888 exited the black speeder limo.

"Hey!" was all the clone could get out before Sledge grabbed him by the arm and broke it. Sledge then grabbed his neck and snapped it like a twig.

8EX blasted the other clone pilot in the chest.

The Separatists slowly approached Nem Bees, expecting the alien to brandish a lightsaber at any moment. Bees just stood there, and then Force pushed 8EX.

He put so little effort into the attack that it didn't even knock the droid down.

"Aw, you lost your little lightsaber? That's too bad," Zako grinned as he approached the Jedi. Bees turned to run back to the shuttle but Zako barred his way.

With 8EX approaching, Nem Bees chose to run for it. Katen and Sledge ran after him, and Bees was left wondering how he suddenly ended up being pursued by scantily clad human females. Even with the Force to boost his speed, Bees' strides were hindered by the fact that he was short compared to the two humans chasing him.

3B3-888, instead of chasing after the Jedi like the others, got back in the limo speeder and started it up. With the limo speeder, the B1 battle droid was easily able to catch up to the others.

Bees jumped into a moving X-31 landspeeder and used the Force to eject the previous owner softly onto street. Katen and Sledge stopped; they were tired and knew they couldn't catch a speeder on foot.

As 3B3-888 passed them by Katen jumped onto the back of the limo.

Sledge saw a nearby speeder truck that was temporarily parked. She rushed over, opened the door and threw the driver out. "Wha- hey, that's my truck!" the driver hit the pavement.

"Not anymore," Sledge sped off.

Zako went through a nearby parking lot, looking through available speeders. He finally found one he liked, a black Kadzilak. Kadzilaks were classic hover cars produced in the Zalost system. Zako quickly and smartly hotwired the speeder and went to join in the chase.

Left behind, 8EX secured the now-empty Nu attack shuttle.

Katen climbed across the limo's roof as it chased after Bees. "Open the sunroof!" Katen banged on the speeder. 3B3-888 complied and Katen slipped in. "Ack, you could have slowed down a bit!"

"I'm trying to keep up with the Jedi!" 3B3-888 rolled down the driver side window and shot at Bees' speeder with his E-5 blaster rifle.

"No, keep it open," Katen stopped 3B3-888 from closing the sunroof back up.

"Why?"

"Pull alongside him."

"You're an idiot if you jump over there Katen," 3B3-888 warned.

Ashley Katen climbed back on the limo's roof and jumped over to the other speeder anyway.

Both Bees and Katen were unarmed, yet they had no problem pounding on each other. Bees had the disadvantage of having to still drive the speeder as he fought with the human. Katen grabbed onto Nem's snout and yanked it hard. She then tried to poke out his eyes.

Bees finally used the Force and knocked Katen off the speeder. 3B3-888 caught her with the front of the limo before she hit the street. 3B3-888 pulled over and let Katen slide off. As soon as she was on the ground, the droid took off again, determined not to let the Jedi escape. "Hey! Get back here!" Katen yelled. "You can't just leave me!"

Sledge pulled over the speeder truck and let Katen get in the passenger side.

Commander Zako sped up and rear-ended Bees' speeder. The Jedi used the Force against his opponent, forcing the Kadzilak into another speeder on the road.

Bees got a slight lead on the others and took and off-ramp leading to an overpass. 3B3-888 and his limo were the first to go up after him.

Nem Bees parked the speeder on the side of overpass and got out. The black limo came up to the overpass. Bees was standing in the middle of the road, apparently ready to face his doom.

"I'm gonna crush you!" 3B3-888 stepped on the accelerator and sped towards the Jedi.

Bees leapt over the edge of the overpass, landing in a moving speeder in the street below. 3B3-888 missed his target and hit the brakes. Coming up from behind the battle droid, Sledge took the speeder truck and slammed right through the safety wall, falling down to the street below. 3B3-888 turned the limo around and followed through the breach in the wall, followed by Zako who did the same.

The speeder limo stalled when it hit the street below, taking 3B3-888 out of the chase. Sledge and Zako continued on after Bees, who was starting to gain a healthy lead.

Nem used the Force and moved the speeder's original driver into another moving vehicle. While rude to steal someone's vehicle, Bees had little choice, but did not want innocents to get killed in the skirmish if he could avoid it.

Melissa Sledge used the truck's great size to just barrel through the traffic, while Bees and Zako had to maneuver through it.

In the sky, two brown Vulture droids appeared, the ones that had escorted Z23-Y75's shuttle down to the planet. 3B3-888 had called them in to help get Nem Bees. They spelled doom for Bees as they fast approached.

The droid fighters were getting in optimum range and Zako had nearly caught up with Bees' speeder.

Nem Bees suddenly spun his speeder around and started going back where he came, straight into oncoming traffic. Zako and Sledge likewise turned their speeders around and mindlessly chased the suicidal Jedi.

3B3-888 had gotten the limo started again and came charging up to the others.

Zako was right on Bees' tail. 3B3-888 was barreling right at the Jedi.

Bees had one chance.

Right before he collided with the limo, he used the Force to briefly pick up his speeder.

3B3-888 and Karl Zako crashed right into each other. 3B3-888 went through the limo's windshield, and landed right into the passenger seat of Zako's Kadzilak. Karl was held in place by his safety belt. He backed up from the crash and followed Sledge's truck after Bees.

The two Vulture droids were right on Bees now, coating the street with blaster fire. Nem knew he couldn't outrun starfighters in a landspeeder. The blue Jedi jumped up and landed right on top of one of the low-flying Vulture droids.

Both Vulture droids landed in the street in walking mode. The other tried to shoot off Bees, but couldn't get a clear hit. It warbled around in frustration but Bees held on and refused to give the droid a good shot.

Sledge hit the brakes on the speeder truck as she approached the Vultures. She was not so bloodthirsty as to ram into her own teammates. Zako also pulled up and also stopped.

3B3-888 got out of the classic hover car. "I'll get him," he aimed his E-5 blaster rifle. Bees hopped off the droid just as 3B3-888 fired.

With every last drop of his might, Bees used the Force and jumped, landing on top of a speeder truck on the other road. The two Vulture droids went back into flying mode and went after him. A large divider prevented the humans from following in their vehicles. The droid starfighters blasted the speeder truck, but couldn't find the Jedi after the explosion. No one could. But they didn't find a body either. It was too much to ask for the Jedi to have been incinerated in the explosion. The Separatists believed that the Jedi had gotten away.

* * *

The scattered components of the 8th Fleet returned back to their original target, Zeltros. OOM-9 was pleased to learn that the negotiations were completed and his troops would soon be able to leave the system once control of the mines was transferred over to the Zeltrons. Then the CIS could go about establishing a permanent droid embassy on Zeltros. But it was not all good news.

"You lost the Jedi?" OOM-9 berated his three human officers.

"Its not our fault, how were we supposed to know a Jedi would come here," Sledge said. "Its not like we had an army with us."

"Yeah, look at us," Katen added. "If we knew we'd be going into battle we wouldn't be wearing these scraps of cloth."

"Didn't he originally get away from you?" Zako asked.

"Yes, but that's not the point." OOM-9 shook his head. "How do these Jedi keep slipping through our fingers?"

"Not all hope is lost General," Z23-Y75 said. "The monarchy has agreed to a temporary planetary lockdown to trap the Jedi here. We just have to find him."

"How hard could it be to find an Ortolan on Zeltros?" Sledge asked.


	19. Prison Station 1137

**Chapter 19: Prison Station 1137**

Republic Captain Filn Jervous sulked in his prison cell onboard the Trade Federation's prison station 1137. Jervous had been a prisoner ever since the Republic's defeat during the Battle of Kile II. The Republic officer spent most of his time in the tiny room, even being served his meals here. Jervous was only allowed out once a week for a shower and he had earned that privilege from good behavior. Behaving was the best he could do, its not like he could run anywhere on a prison that was in space.

Jervous could feel his muscles atrophy, which of course, was the point. Prisoners were easier to control when they could barely function.

The Republic officer had already given away everything he knew to the Separatists. He wondered why they kept him alive. Perhaps as a bargaining chip to be exchanged with a Separatist prisoner at a later date. Whatever was going to happen to him, it didn't seem to be coming soon enough, anything was better than rotting in a prison cell doing nothing. Even death. Sometimes he wished he had given up his escape pod to someone else, anyone else, even a group of Kaminoan worker droids.

* * *

The Jedi General Obi-wan Jakoby had been given intelligence regarding the location and population of a Trade Federation prison space station in the outer rim. While hosting the usual lot of pirates and criminals, there were a few Republic officers and clone troopers reported to be held at the facility. Jakoby's mission was to liberate the Republic prisoners.

Jakoby's Venator star destroyer, _Droid Collector_ was the only capital ship that was going to participate in the attack. The captain of the ship was a Kel Dor named Klo Toon. Prison station 1137 was an older facility that shouldn't give Jakoby's Venator much trouble, at least that what Republic intelligence told the Jedi. So the attack force was being sent on the cheap, Jakoby could only hope the Separatists were cheaper.

The _Droid Collector_ exited out of hyperspace some distance away from prison station 1137. The space station was basically a central shaft flanked by two twin pylons that rotated around the shaft. At the end of each pylon were two anti-capital ship turrets. Anti-starfighter laser turrets were based along the length of the pylons. The defenses were not top of the line but were dangerous enough.

"We're approaching the prison station now General," Klo Toon said through his breath mask. The Kel Dor was tasked with overseeing the space battle while the Jedi was going to infiltrate the station with the clone troopers.

"Begin the attack as planned, Captain," Jakoby ordered from the hanger bay.

"Yes sir."

Jakoby switched off the imagecaster and turned to address the squads of clone troopers standing at attention before him. "This is a rescue mission. There is no room for error. Those soldiers have been rotting away in that prison for who knows how long, it's our job to make sure that get out of there alive."

"Yes sir!" the clones shouted in unison.

"Get to your shuttles." Obi-wan Jakoby and his four clone commandos likewise entered a _Nu_-class attack shuttle.

The Venator star destroyer let loose two squadrons of V-19 Torrent fighters to deal with the group of droid starfighters that the prison station let loose. The station's fighters were the older brown color.

* * *

"Hold here," the Venator's captain ordered once the fighters were away. The Trade Federation prison station was armed with incredibly large and powerful capital turrets. The Venator held position in hopes that the massive guns would try to target the smaller Republic starfighters that were fast approaching.

The two opposing starfighter groups broke formations and engaged in a massive dogfight. With the fighters occupied, the Republic shuttles left the Venator and started towards the space station.

A few of the Vulture droids broke off from the main fight and started attacking the Nu shuttles. The droid fighters were precise and orderly with their attack, focusing on a single Nu shuttle until they destroyed it.

Fortunately for Jakoby, it was not the shuttle he was riding in. "We're getting shot to pieces! Where's our cover?" a shuttle's pilot demanded.

"We are sending an additional squadron to assist," Klo Toon answered. "Stay on your assigned course."

Another squadron of V-19 Torrent fighters joined in the battle. The Republic shuttles no longer took heavy fire from the fighters; they instead took fire from the station's capital turrets. Two of the shuttles lost their shields completely, but none were destroyed by the station's defenses as they neared.

As soon as the Torrent starfighters and Nu shuttles got too close to the station, the capital turrets swiveled around and started shooting at the _Droid Collector_. The station's smaller laser turrets then focused on the Republic starfighters.

"It appears that the Separatists are not as stupid as I had hoped," Toon shook his head. "Advance on the station, but do not engage."

"Not engage? Sir?" a clone officer asked. "What about those heavy turrets?"

"We cannot risk damaging the prison station. This vessel will _not_ engage the station. Do I need to repeat that order again?"

"No sir."

* * *

The clone commandos Ace, Jack, Kicker, and Tai were ejected from their Nu shuttle and landed on the outer hull of the station. Not designed for space combat, their armored suits had a limited air supply, and the commandos had to cut their way through a maintenance hatch quickly to avoid suffocation.

A Vulture droid fighter noticed the four clones and shot at them. "Hey, Screwball, we could use some cover out here," Ace complained over the comm to a clone pilot.

"If you could cut as fast as you complain you'd be in already," Screwball blasted the attacking droid fighter.

"Sorry we aren't proficient in the art of the fusioncutter, we're usually the ones blowing stuff up."

Two Scarab starfighters exited out of hyperspace and engaged Screwball. "What's this? Those are some lousy reinforcements. Not even the Trade Federation is that cheap."

"Must be fighters returning from patrol. The station must have recalled them all to help defend," another clone pilot suggested. "We'll probably start seeing more small groups like this."

The four clone commandos cut their way through into the space station and started making their way to the station's aft hanger bay. While waiting, the Nu shuttles helped the Torrent fighters with the Vulture droids.

Two Trade Federation super freighters exited out of hyperspace near the Trade Federation space station.

"I don't think they were returning from patrol," Screwball got out of their way.

"Lock onto those ships and fire!" Klo Toon ordered. The Kel Dor captain was happy to finally have targets his cruiser could freely shoot at.

The Trade Federation super freighters didn't last long when targeted by the Venator's DBY-827 heavy dual turbolaser turrets. Both of the ships were reduced to floating wreckage within a minute but not before they were able to release their complements of Vulture droid fighters.

* * *

The four clone commandos had finally fought their way to the hanger bay and sliced the doors open, allowing the Nu attack shuttles to land.

"Took you lazy fools long enough," Jakoby walked onto the deck, his astromech droid R4-77 following behind them. "What do I pay you for?" The floor was littered with battle droids the commandos had defeated before the shuttles landed, but more battle droids were already pouring into the hanger bay.

"You don't pay us anything sir," Tai started shooting into the oncoming attackers.

"And I never will. You'll get paid when I get paid."

"It's a good thing we enjoy our work, or this would really suck," Kicker chucked an EMP grenade which disabled three battle droids.

"R4, plug in and get a schematic of this place," Jakoby ordered his astromech droid. The short, gray astromech droid complied and jacked into the nearest socket.

The rank-and-file clone troopers were armed with DC-15S blasters, but Lieutenant Minecar was equipped with a Z-6 rotary blaster cannon. The clone lieutenant cooked the Z-6 smoking hot taking out wave after wave of droids until they no longer dared to enter the hanger.

R4-77 downloaded the prison's schematics and uploaded it to Obi-wan Jakoby and his clones. "Right, we'll get the prisoners. Minecar, you and your squad guard the hanger."

"Right sir."

"The rest of you, follow me!" They took off down a corridor.

"The turbolift's this way," Ace pointed.

A squad of security battle droids was waiting around the corner.

Jakoby thought he was ready for them. He raised his lightsabers to block blaster fire, but the droids instead threw thermal detonators. With a quick reaction time, the Jedi used the Force to propel the grenades back at the droids.

"I can redirect those too," he remarked to the smoking remains of the security squad.

"Turbolift isn't working. Jack, see if you can't get this to work."

"No good, the systems have been locked up."

Jakoby cut thought the door with his lightsaber. "Then we'll just have to take the maintenance ladder."

Jakoby went up first, followed by the commandos and then the regular troopers.

B1 battle droids marched on the location of the turbolift. "Get going, I'll hold them off," Sergeant Gnasher told the other clones. They went through the hole and up the ladder. Gnasher started firing, and the droids shot back. There were only a few, the clone sergeant was sure he would be fine.

Jakoby could barely see anything in the darkness, but he could hear that another firefight had broken out behind him. He couldn't worry about that now, all he could go was up.

A Neimoidian technician with a SE-14 blaster pistol appeared from a higher door and started shooting as they tried to ascend the ladder.

Jakoby activated his blue shoto lightsaber and started deflecting the fire. Even with the short blade, it was still difficult to swing and deflect blaster fire in the cramped lift shaft.

Finally one of the deflected bolts landed close enough to the Neimoidian's face that he fled.

* * *

The _Droid Collector_ was extremely close to the station now, but the capital turrets were still hammering away at it.

"Sir, shields are at seventy percent strength and dropping."

"Send the ship underneath the station," Captain Toon ordered. The _Droid Collector_ dipped to the bottom of the station, but many the turrets still had a clear shot at the cruiser.

Tired of being shot at, several of the V-19 Torrents started attacking the station's anti-starfighter laser cannons with their concussion missile launchers.

* * *

Jakoby and his troops exited from the maintenance ladder to the command level. There they were greeted by more security droids and cowering Neimoidian support personnel.

Tai decapitated the station's unarmed command battle droid with his knuckle plate vibro blade. Kicker tossed a thermal detonator into a small group of security droids. A Neimoidian technician pressed a series of buttons at his terminal and unleashed a squad of destroyer droids.

The droidekas rolled into the command center. "Don't be stingy with those droid poppers," Jakoby yelled. The clones weren't. The entire Republic attack group used up all of their EMP grenades against the droidekas, but didn't take any casualties against them as a result.

The Neimoidian crew broke and ran for their lives while the remaining security droids tried to mount a defense.

Jack and Kicker took over the abandoned terminals. "Opening the cell doors," Jack declared.

"Right, you commandos hold the command center. Everybody else, with me. We're going to the detention level."

"I broke the turbolift lock. You don't need to use the ladder this time General."

"Thank you Kicker."

* * *

Filn Jervous' cell door opened. The Republic captain figured the prison was under attack, the battle alarms told him as much. Perhaps a Republic rescue team? Jervous doubted he was that lucky. It didn't matter much though, he still wasn't going anywhere. While his door was open, armed battle droids in the hall deterred him from leaving his prison cell.

Only fools and idiots left their newly opened prison cells, and they were all instantly shot.

* * *

Jakoby and the standard clone troopers took the turbolift to the detention level, where they, as expected, faced more battle droids. The detention level was a series of long corridors that were protected by ceiling-mounted autoturrets.

The droids were getting much more desperate, and were throwing many more thermal detonators than Jakoby thought was safe.

"These idiots are going to blow the station apart," Jakoby said.

"That may be their goal," a clone responded before being shot.

As a result of the intense fight, several fires broke out onboard the space station. Fire alarms rang and firefighter battle droids appeared from out of storage.

"Hold your fire! Hold your fire!" Jakoby shouted, but a clone trooper that didn't hear the order still kept firing.

Jakoby Force pushed the clone. "Do not attack the firefighter droids! All units, do not attack the firefighter droids! Leave them to their tasks. If this station falls apart, we all go with it!"

The Republic soldiers marched onward, leaving the fire battle droids to extinguish the flames.

Jervous and some of his nearby cellmates were finally brave enough to venture out of their holding cells.

"Over here!" Jervous yelled when he saw Jakoby and the clones.

"Come on! Come on!" Jakoby yelled. "Follow him," the Jedi pointed to a clone, who led the group of prisoners back to the turbolift.

The station rocked. Jakoby kept his balance, but some of his clones fell over. The Jedi got on his comlink. "Captain, what is going on out there? This stations getting hit hard."

"Some of our fighters are engaging the station's anti-starfighter cannons."

"Tell them to stop. This place is about ready to crumple into a million little pieces."

"Copy that General Jakoby." Toon relayed the order to the clone pilots fighting in space.

* * *

Back at the command center, the clone commandos were beset with a problem. A squad consisting of three droid marines, four security droids, and four B1 droids had engaged them in combat. The battle droids were good, better than the clones expected. The three marines were particularly troublesome.

Their green markings separated them from looking completely like B1 battle droids. The marines kept giving the other droids constant orders, and obeying, the other droids performed well against the clone commandos.

"General, we've got a problem in the command center," Ace told Jakoby over the comm. "You done freeing the prisoners yet?"

"Yes, we're heading back to the hanger bay now. Get out of there."

"Fall back! Fall back!" Ace ordered his squad.

The battle droids retook the command center and manned the various terminals. "Detention block, status report," one of the marine droids demanded.

"The prisoners are out of their cells and are being escorted by the clones," a droid voice came back.

"Kill the prisoners. Don't let them get away," a marine battle droid ordered.

"Our ranks are depleted, we need reinforcements to continue the pursuit."

"Continue the attack, help will be sent when it is available." The droid marine then turned to one of the security droids. "Shut down the life support systems. And tell the Neimoidians to get to the escape pods."

"Roger roger."

* * *

All the prisoners and the Republic rescuers met up back at the hanger bay, where Minecar and his squad were still holding off attacking battle droids.

"They have more droids on this station than prisoners," the clone lieutenant stated when he saw the prisoners enter the hanger.

Warning sirens blared. "Everyone on the shuttles now!" Jakoby yelled.

The escaped prisoners went up the shuttles' ramps first, followed by the clones. The more clones that got aboard, the more droids filled the hanger bay to shoot the parked shuttles. Soon the Nu shuttles were taking off and leaving the station, trading battle droid attackers for Scarabs.

* * *

The _Droid Collector_ was circling around the space station, but not firing.

"Sir, shields at twenty percent," a crewman warned Klo Toon.

"Toon, if you'd stop moving around we could land the shuttles faster," Jakoby's voice was strained, but polite.

"Cut the engines."

"Shields at ten percent."

The Torrent fighters protected the shuttles as they returned to the _Droid Collector_. The Scarabs and Vultures were particularly nasty, knowing this was their last chance to stop the prison break. The Torrents provided just enough of a distraction for the Nu shuttles to get away without punishment.

"The shuttles are aboard, Captain."

It was finally the Venator's turn to unleash hell upon the space station. "All batteries open fire on that station!" Captain Klo Toon ordered.

After only a minute the space prison had cracked apart and was nothing more than trash drifting through space.

"Shield status?" Klo Toon asked.

"Three percent, sir."

* * *

"Error. Defense of prison station 1137 has failed. All Scarab starfighters retreat to rendezvous point twelve," the lead Scarab pilot droid commanded. The few existing Scarab starfighters that had survived the battle turned and retreated to hyperspace. The Vulture droids, which had no hyperdrive systems, stayed and continued to fight to the bitter end.

* * *

"We're picking up numerous escape pods sir," a crewman informed Klo Toon.

"Then its time to collect them. Looks like we'll be taking some prisoners of our own."

* * *

In the hanger bay, Obi-wan Jakoby looked through the ranks of prisoners his troops had liberated, Filn Jervous among them. There were fewer Republic prisoners than Jakoby had hoped for.

"Welcome to freedom," the Jedi announced to the group. "Except for those of you who are pirates and legitimate criminals, you just traded one jailer for another."

"Sir, the shuttles are bringing in Separatist escape pods," Minecar informed Jakoby.

"Right, move the current batch of prisoners out of the hanger. We'll have to separate the good from the bad later." The Jedi smiled. "We have to make room for our Separatist guests."

The first Nu shuttle dropped in an escape pod. Two armed clone troopers approached. "Open up in there!" they banged on the pod.

There was no answer or movement. "Maybe its empty," one of the troopers said.

"Or the pod malfunctioned and the occupants are dead," the other said.

A third clone came up with a fusioncutter and started hacking away at the pod's door.

"If they're already dead in there I'm going to be very disappointed," Jakoby said to clone commander Lancer. "I want to see the look on their faces."

"What if they're droids? They're not known for facial expressions sir."

The pod was opened and the clone with the fusioncutter was shot. A marine battle droid and four B1 battle droids came out of the pod shooting. They killed the two armed clones nearest the pod.

"I don't think they're coming quietly," Lancer raised his weapon.

Jakoby threw his lightsaber. The droid marine ducked but the saber sliced the four B1s in half. Lancer blasted the marine battle droid four times in the chest before the droid finally went down.

"We'll have to be more careful when the next pod comes in," Lancer said.

"They can't all be filled with droids," Jakoby complained.

"The ship is called the _Droid Collector_, sir."

"How ironic that we'd have to make good on that name."


	20. Liberation of Geonosis

**Chapter 20: Liberation of Geonosis**

The failure to locate and eliminate Nem Bees didn't mean much. The Jedi Knight was easily defeated by OOM-9. It had taken some time just to find out who he was after the battle; the data file on him was small. There wouldn't be much to add.

With the combined experience of Admiral Trench and General OOM-9 a consensus was reached that Nem Bees was a poor fighter and an abysmal military commander.

While overseeing the search the Bees, OOM-9 received a transmission from Lott Dod ordering him to go to Cato Neimoidia. Being a loyal droid of the Confederacy, OOM-9 immediately did as he was told.

For the sake of speed, OOM-9 left his fleet behind and traveled to his destination by way of his advanced E-STAP starbomber. The fighter/bomber was equipped with a Class 1 hyperdrive rating, so it wouldn't take OOM-9 too long to get there.

* * *

As soon as OOM-9 arrived at Cato Neimoidia he was granted clearance to land. Cato Neimoidia was a wealthy Neimoidian purse world. The planet's cities were built on massive bridges spanning giant rock arches. Cato Neimoidia's civilian population consisted entirely of Neimoidians.

When OOM-9 got out of his E-STAP there was only a single PK worker droid there to greet him.

"Senator Dod is currently busy but will be with you momentarily General OOM-9. If you would follow me please."

The un-ceremonial greeting didn't bother OOM-9 in the slightest. OOM-9 followed the short droid into Lott Dod's palace. OOM-9 and the worker droid passed by several BD-3000 luxury droids, attendants for the palace's organic guests.

OOM-9 walked past a wall-mounted painting depicting a short, military Neimoidian riding a Kaadu. OOM-9 didn't know who the historic figure was, but was sure Karl Zako could have told him. But the commander wasn't present, so there was no point in wondering about it further.

OOM-9 was led to the palace's war room and was left there to wait. The room was protected by only a pair of security battle droids armed with E-5 blaster rifles. A handful of pilot droids were busy at various computer terminals. This was the first time OOM-9 had seen battle droids during this trip, which was disappointing. Cato Neimoidia should be brimming with battle droids ready to defend the planet at a moment's notice. But this was not the case.

OOM-9 waited for twenty minutes. Battle droids didn't get bored easily, but OOM-9 thought he would be useful elsewhere, instead of waiting around doing nothing.

Senator Lott Dod finally entered the room. He was dressed in his usual attire, the same outfit he wore a decade earlier, during the Battle of Naboo. Anytime OOM-9 saw the senator, he always seemed to be wearing the same clothes.

"Ah, General OOM-9. The star of the Trade Federation droid army."

"You are correct, Senator Dod."

"Those CIS emblems are very becoming," Dod motion at the symbols on OOM-9's shoulder plates.

"It was a subordinate's idea."

"An excellent idea. It gives you a proper visual distinction from other droids. And you should stand out, after all, you will become Supreme Commander of the Droid Armies one day."

"General Grievous currently holds that title."

"Grievous will not last forever. He will pass on eventually. He is not perfect like you." Nute Gunray was not the only Neimoidian who hated General Grievous. And it was not just Neimoidians, but most of the Confederacy's non-military government body despised the Kaleesh cyborg. His crass personality didn't mesh well when dealing with politicians, bureaucrats, and businessmen. Despite being unknown in Republic space, OOM-9 was popular among Separatists. He achieved results without the needless genocide of civilians that made the CIS look bad, and he was able to behave himself around politicians and other self-absorbed individuals.

"Thank you, Senator. You're too kind."

"Nonsense. I speak the truth. You are the Confederacy's best. That is why I have a special assignment for you."

Cane in hand, Archduke Poggle the Lesser entered the war room.

"General OOM-9, as you know, Geonosis was the first planet that the Republic invaded, and it is time to take it back."

"Had it been up to me, we would have taken it back as soon as it was invaded. I was sent to rebuild the droid factories on Eos instead."

"_The time has come for my homeworld to be taken back_," Poggle clicked in his native Geonosian language. "_I've grown tired of traversing planets in exile_."

OOM-9 was able to understand the Geonosian perfectly. OOM-9, like all CIS battle droids, understood a variety of languages. Mostly they understood CIS droid languages, but they also knew their masters' speech. The mostly unnecessary knowledge of multiple languages was partly responsible for the limited cognitive programming in some of the lower-quality B1s. Though the battle droids were only programmed to speak Basic, unless given upgrades. Speech upgrades for battle droids were rare. OOM-9 didn't even have them.

"You want me to lead the liberation of Geonosis."

"_Yes. You will be in command. But I will accompany you with my own force_," Poggle warbled.

"And Viceroy Gunray has sent a gift for you. The Lucrehulk battleship _Saak'ak_ has been transferred to your command," Dod added. "It is waiting for you here. Take it with you when you go."

"I've noticed that security here is minimal. Be careful, the Republic has already attempted to invade Koru Neimoidia, it would be likely that they will eventually try for Cato Neimoidia," OOM-9 advised.

"The invasion of Koru Neimoidia was a mistake. They have no proof that we are tied to the Confederacy. We are safe," Lott Dod assured the OOM command battle droid. "I have the Republic fools convinced that Gunray is an extremist that no longer represents the Trade Federation."

"If they find out…"

"They will not."

OOM-9 didn't like it, but had no choice in the matter. Cato Neimoidia would have been a fortress world had it been up to him. OOM-9 couldn't understand how Dod was able to remain in the Republic Senate, but then the battle droid had never been programmed for subtlety. And he hadn't learned the art of subtleness from Zako, Katen, Quartz, or Sledge either.

"_If there is nothing else, I would like to take my planet back now_," Poggle said.

"Yes sir," OOM-9 nodded.

The trio parted ways. OOM-9 left the planet by the way of his advanced E-STAP, Poggle by solar sailer. OOM-9 landed in the hanger bay of _Saak'ak_, known as _Profiteer_ in Basic. The old Lucrehulk battleship wasn't even painted in CIS Navy blue. OOM-9 had been on _Saak'ak_ before; the ship had taken part in the blockade of Naboo a decade ago.

Poggle's solar sailer rendezvoused with a group of Geonosian corvettes and cruisers. The Geonosian ships and the _Profiteer_ went back to Zeltros to pick up the 8th Fleet before heading on to Geonosis.

* * *

"But we have not yet found the Jedi," Z23-Y75 informed OOM-9 as he entered the _Magna Musai's_ command bridge.

OOM-9 knew he couldn't fritter away the war searching for a single Jedi. "The Zeltron police forces will have to take up the search. We have more important matters to attend to."

"Roger roger," Z23-Y75 excused himself and went to a communications terminal to inform the Zeltrons of their responsibility.

OOM-9 turned to face the rest of his officers. "The Republic has a small garrison on Geonosis. Unfortunately, the Geonosians report that they are very skilled in combat due to the continuous experience of subduing the native population."

"Why have the Geonosians simply not overrun them through sheer numbers?" OOM-8 asked.

"The Republic occasionally sends temporary reinforcements in the event of a major insurrection. Though the reinforcements tend to be less effective than the permanent garrison. Poggle the Lesser believes that the Republic is using his planet as a training ground for green troops."

"Should we worry about reinforcements?" SSA-719 asked.

"Negative. They will lose the battle before they can call in help. Once the planet is taken, the Geonosians should be able to defend it on their own."

"What is the plan for dealing with the regular garrison?" EEK-176 asked.

"Due to low numbers, they patrol the planet in convoys that are directed by a massive main base. That will be our primary target. We will simultaneously attack the supply convoys to prevent them from assisting the base or regrouping. Poggle's troops in exile will assist us in this mission, as well as the natives still on the planet. You will all be given your assignments shortly."

* * *

When the 8th Fleet exited out of hyperspace in front of Geonosis, they were met by two Acclamator assault ships.

"The Geonosians said there'd be one Acclamator," OOM-8 stated.

"It might be bad luck," Commander Zako said over the comm. The Separatist officer was in a Scarab starfighter, ready to lead a starfighter attack group. "It could be a group of greenies here for training."

"That is the most probable explanation," OOM-8 agreed. "They couldn't have known we were coming."

The two Republic cruisers moved to attack the CIS fleet. The Geonosian ships under Poggle's command broke off and started heading down to various sections of the planet. Even without his help, OOM-9's 8th Fleet was going to have no trouble taking out a mere two Acclamator assault ships.

The two Acclamators unleashed their V-19 Torrent fighters. As was to be expected. The 8th Fleet answered the challenge the way it usually did, by sending a numerically superior force of Vulture droids and Scarab starfighters.

"Stay in attack formation," Zako told his fighters. "Make them pass between us."

OOM-8 studied the space battle. When the command droid was finally convinced the starfighters were properly preoccupied, he initiated the next phase of the battle. "Commander TH-1066, Captain Sledge. Move your ships into position."

"Acknowledged," both of the officers' holograms responded.

The _Munificent_-class star frigates _Komusai_ and _Kuzack_ zeroed in on the two Acclamator assault ships, attacking with their Prow heavy turbolasers.

"General OOM-9, you may begin landing your transports," OOM-8 told his successor.

"Roger that, Commander."

The MAFs, VACs, and Trade Federation drop ships slipped by as the Republic's starfighters and Acclamators were entertained. After the transports slipped by, several hundred E-STAP bombers followed.

OOM-8 noticed that there was one more ship in the area. A _Pelta_-class frigate. Instead of turning to attack with the Acclamators it fled down to the planet.

"We have an escort class retreating to the planet, General," OOM-8 said. "They're going to inform the clones on the surface of our arrival."

"We see it. But we can't reach it in time. It's going to get away." So OOM-9 was going to lose his element of surprise. Things changed in combat, and a good officer knew how to adapt. It was that, or be defeated.

OOM-9 knew how to adapt to changing battle conditions. "Commander OOM-8, send out a signal to all remaining battle droids on the planet. Let them know what's going on." The stealth option had been jettisoned out the airlock, so OOM-9 decided to get loud. What did it matter at this point if the Republic picked up their signals now?

"Yes sir," OOM-8 complied with the order.

* * *

The super battle droid 5TE received a signal from a functioning CCC. A new fleet of Separatist ships was now above Geonosis and was sending reinforcements down to the dusty red planet.

5TE had a squad of three B1 battle droids, a destroyer droid, and a dwarf spider droid. They had all been helping the Geonosians since the Battle of Geonosis. Mostly performing hit-and-run attacks against clone patrols. Now they were going to move in and assist the CIS reinforcements in permanently evicting the Republic from Geonosis.

* * *

The CIS transports faced no opposition in the upper atmosphere. The E-STAP bombers broke away from the main group to pursue the various Republic patrols roaming around the planet.

The primary unit of the air attack force protecting the drop ships was the mechanized assault flyer, or MAF. It was a piloted, multi-purpose gunship designed as the answer to the successful Republic LAAT series. A mechanized assault flyer required a minimum crew of three to operate effectively. The CIS gunship rivaled its Republic opponent in sheer number of weapons, boasting two laser cannons, two beam cannons, two missile launchers and a turret laser cannon stationed on the disc-like posterior of the ship. They easily made their way toward the main Republic base, which activated a bubble shield to protect itself from bombardment. That is when the clones finally decided to attack.

Several squadrons of gunship fighters came to intercept the approaching MAFs. On average, OOM-9 had seen that the Fett clones were piss-poor pilots. Combine the clones' inadequate flying skills with the sub-par gunship fighter, and OOM-9's droids came out on top every time. This was different.

The gunship fighters were fast, not that the ships were upgraded from other models, but the pilots were pushing them at full speed. The gunship fighters attacked in a swarm maneuver, a strategy more commonly seen employed by the droid starfighters.

The gunship fighters focused their fire solely on the MAFs, ignoring all other manner of CIS transports. They chose the MAFs because they were the only incoming transport the gunship fighters could quickly bring down. The MAFs were not defenseless, but the gunship fighters had the annoying tendency to roll out of the way of incoming blaster fire at the last second.

Streaks of white lacerated the red sky as several gunship fighters unleashed their missiles on the MAFs, destroying two of the CIS flyers with the massive volley.

EEK-176's MAF was shot down next. OOM-9 knew they couldn't stay in the air any longer. "All transports, begin landing cycle immediately."

All the Trade Federation drop ships and VACs touched down and deployed their vehicles while the mechanized assault flyers released their droid infantry. OOM-9 had ordered that his red B1s be the first on Geonosis, in order to better blend in with the planet's red battlefields. Dwarf spider droids and homing spider droids emerged from under the VACs as they lifted off. The large OG-9 spider walkers became the new targets of the gunship fighters' fury.

EEK-176 and his squad tried to exit their crashed gunship, but the rear hatch was stuck. EEK-176 kicked the door down and was met with explosions and blaster fire. The command droid and his squad left the wrecked vehicle and spread out in attack formation. They were doing quite well because EEK-176 had taken up dual-wielding ZGD gatling guns again.

A group of twelve TX-130 _Saber_-class fighter tanks left the Republic base and split into squads of three. The Republic fighter tanks also went after the homing spider droids. Using their numbers, agility, and missiles, they quickly helped the gunship fighters bring the homing spider droids down.

The Trade Federation drop ships let out armored assault tanks and ground armored tanks, which began to close in on the TX-130 fighter tanks. The Republic fighter tanks ignored the dwarf spider droids in favor of going after the greater threat presented by the GATs and AATs. The TX-130s employed the same method on the GATs as they had on the spider walkers, circle-strafe the enemy while pelting them with a large volume of missiles. The tactic worked and the GATs were quickly falling apart.

All the while the battle droid infantry released by the MAFs by gone unnoticed by the heavy Republic vehicles. However, there were a few squads of clone troopers to hold the droids up. Once the droid gunships were back in the air they were again the primary targets of the gunship fighters.

The Saber tanks were damaged by the dwarf spider droids they had ignored. The fighter tanks turned around and went back to the base for repairs. That left the AT-TEs as the droids' primary enemies. The slow walkers used the time provided by the Saber tanks to move into attack positions, and now had an excellent field of fire on the droid army.

Geonosian assistance came not from Poggle's troops, but from the natives that had been on the planet while it suffered under Republic rule. Geonosians on flitknot speeders drove in, the drivers wielding sonic blasters in one hand and drove with the other, as the speeder had no weapons of its own.

The flitknot speeders focused on harassing the clone infantry, but kept their speed high to avoid being hit by enemy fire, though this also decreased their own accuracy.

The Geonosian speeders were just the tip of the iceberg as Geonosian transports unleashed hordes of armed Geonosian workers. Though members of the worker caste, the Geonosians fought like warriors. They attracted a lot of fire from the clone troopers, putting the pressure off the strained battle droids.

OOM-9 was not going to let their efforts go to waste. "Go! Keep going! Get to their walkers!" An AT-TE mass-driver cannon shot close to where OOM-9 was, but did not hit him.

OOM-9 ran as fast as he could, firing his custom rifle as he went. Killing the clones protecting the AT-TE. They white-armored troops all fell against the droid general. OOM-9 was right at the walker, close enough that none of its turrets could target him. But none of his custom E-5's features had the power to pierce through the armored walker.

OOM-9 signaled to SSA-719, who had an E-60R rocket launcher. The security battle droid fired the launcher at the walker's cockpit, destroying it. The walker collapsed, but the mass-driver cannon on top was still operational and attacking. OOM-9 scaled up the walker and shot the gunner with his E-5's flechette shotgun option.

SSA-719 drew the attention of another walker. The security droid took cover behind a small cluster of rocks as the walker shot at him. "I need some assistance."

One of the last remaining GATs charged in at the AT-TE but was destroyed by the walker's mass-driver cannon. The walker's anti-infantry cannons were still trying to hit SSA-719. The droid pointed his rocket launcher over the rocks and blind fired. The shot hit, but didn't stop the walker. A red and brown AAT turned to square off against the AT-TE.

SSA-719 was saved by sheer luck. A pair of gunship fighters shot down a MAF that ended up crashing right into the attacking AT-TE, bringing it to a halt. The AAT that had turned to attack the walker instead settled for blasting at clone infantry with all the weapons at its disposal.

* * *

In the space battle above Geonosis, several V-19 Torrent fighters turned tail and fled down to the planet, leaving the two Acclamator assault ships to fend for themselves.

"Enemy fighter squadrons are falling back to the planet. Permission to pursue?" Commander Zako asked.

"Permission granted. We are sending in reinforcements to replace you," OOM-8 confirmed.

One of the Acclamators finally succumbed to the combined fire of the Separatist fleet, prompting the other to start moving.

"The other ship is moving into the asteroids. Should we pursue?" a pilot droid asked Captain Sledge.

"Negative. Let them go. I may be crazy but I'm not stupid." As if to validate Sledge, the Acclamator was smashed to pieces within seconds of entering into the ring of asteroids.

"Shall we send out the pod hunters?"

"No," Sledge shifted around in her command chair. "They are already doomed. No one is going for those escape pods in all that mess. No sense in risking our own troops."

* * *

KJZ-8267's E-STAP squadron reached their target destination, though there was no Republic convoy to be found.

"Error. No enemy forces detected," one of the pilot battle droids announced.

"Expand the search radius," KJZ-8267 ordered.

After a more thorough search, the E-STAP squadron still failed to find their targets.

KJZ-8267 reported the problem back to the 8th Fleet. "Unable to locate enemy convoy. Please advise."

OOM-8 had been getting a lot of these reports. The intelligence provided by the Geonosians was bad, real bad. No one was where they were supposed to be, making a swift victory difficult.

"KJZ-8267, you and your squadron are to report to OOM-9's coordinates. They need the assistance."

"Roger roger. We are on our way."

* * *

The battle droids were finally beating back the clone infantry, still stubbornly refusing to give much ground. EEK-176 was at the very front of the charge; cutting down the clones with his twin gatling guns. The 8th Fleet's four Hardcell interstellar transports landed around battlefield, surrounding the Republic base. Once the masses of battle droids began swarming out of the Techno Union ships, it was all over.

The Republic command ordered a full retreat and the remaining clones fell back to the safety of the shield. The slow AT-TEs were left in the lurch and were destroyed by a combination of dwarf spider droids, baron battle droids, thermal detonator battle droids, and plasma battle droids. With the battlefront finally cleared of hostiles, Trade Federation landing craft touched down and started unloading bio cannons and hailfire droids.

The Republic fighter tanks were repaired but stayed at the Republic base.

"They're hiding behind their shield," EEK-176 said.

"They're waiting for reinforcements to arrive," OOM-9 answered. "We can't count on the strike teams to eliminate all enemy convoys. We must attack quickly before they're reinforced with additional troops."

"Moving into attack formation. On your order, General."

"Charge!"

EEK-176 and SSA-719 led the masses of droid infantry that crossed through the bubble shield and made a run at the Republic base. Clones had set up on top of the wall and fired down at the approaching droids. There were a few EWHB-12 repeaters set up to fire on the droids as well.

Inside the walls of the base were AV-7 anti-vehicle cannons, which bombarded the droids. The battle droids had spaced themselves out enough that any one blast would only take out a single droid.

A few droidekas rolled in between the battle droids but were targeted by the clones before they could deploy into attack mode. Blue explosions rocked all around as the charging droids came closer to the walls.

SSA-719 fired his missile launcher and knocked a pair of clone snipers off the wall.

"Enemy movement at the wall," a B2 declared.

The clones had actually opened the gates and were rushing out to meet the droids.

The droids and clones fought each other on the even ground. The clones had made a mistake. The clones on the wall stood a better chance, but at the same elevation, EEK-176 blew them all away to bloody bits. The gatling guns were firing so rapidly he didn't have to bother to aim. The command droid just swept over the whole area in front of him. The clones knew when they were beaten.

"They're trying to shut the gates!" There was nothing the droids could do about it. A few clone troopers managed to get through the gate before it closed again. Most did not and they were gunned down.

Thermal detonator battle droids fired their mortars deep into the Republic base. This drew the ire of the clone artillery, though they had a hard time targeting the grenadier droids specifically.

"General, the clones and artillery are properly engaged," EEK-176 transmitted to OOM-9.

"Bring up the bio cannons!" The large artillery droids rolled through the shield and safely deployed. The bio cannons fired, first hitting the Republic artillery and then eliminating the shield generator.

The shield dissipated, and the hailfire droids rolled in and saturated the base with missiles. With the bio cannon/hailfire droid combination, the clone troops were badly shredded. Several sections of the wall were blown down and the battle droid infantry started pouring in, prompting the artillery to halt their attacks.

The clone artillery gunners drew their side arms and fired at the droids charging at them. One of them managed to hit SSA-719 in the shoulder. The security droid responded with a missile.

The IFT-X tanks that stayed at the base now bolted away, trying to run down droid infantry as they went. The Republic fighter tanks managed to scrap a few hailfire droids before being put down by AATs and dwarf spider droids.

* * *

Commander Zako flew over the N'rakti Lava Fields. "Why'd they lead us here?"

Zako soon found his answer. The Republic had planted an energy station in the middle of the N'rakti Lava Fields. Four anti-air missile turret towers protected the energy station. On the west side of the complex was a large landing pad where several gunship fighters were taking off to engage the approaching CIS fighters. The Torrent pilots had led the CIS flyers to an area where they could have additional help.

The CIS was not to be outdone, aided by a squadron of Geonosian fighters from the planet. The Geonosian fighters were terribly inaccurate but were extremely difficult for the clone pilots and anti-air turrets to hit.

Rather than take on the anti-air turrets directly, Zako and his fighters attacked the energy pipeline running over the lava field. The CIS fighters also shot at the exposed energy regulator on the south side of the complex.

The energy station lost control of the lava flow. Great plumes of lava rose up into the sky, lapping at the fighters buzzing around in the air. An alarm sounded on the Republic station, and workers ran for the only LAAT gunship. The station's crew was able to get aboard the gunship, but Geonosian fighters shot it down the moment it tried to take off.

A pillar of lava slammed into a gunship fighter that was chasing Zako's Scarab. The Geonosian fighters produced little glow or noise, and seemed to blend into the lava flows. The gunship fighters were easy to spot. Zako shot down a gunship fighter before barrel rolling out of the way of a plume of lava. The dogfight had turned to the Separatists' favor.

* * *

Poggle the Lesser's forces had spread all around the planet; so the Archduke's own personal attack group was relatively small. Poggle's transports touched down a long ways off from their intended destination, in order to make sure that the Republic didn't know where they were headed. The plan was to clandestinely reach their destination from the ground, but that idea was shattered when they came across a clone patrol of considerable strength.

The clone troopers were skilled, and had no trouble fending off Poggle's warriors. As the battle continued to deteriorate, the Geonosian leader came up with an idea. The battlefield was familiar to Poggle, who knew how to turn that to his advantage.

He allowed himself to be seen from the top of his armored assault tank.

"Captain, look! Isn't that the big bug?" a clone trooper pointed.

"I didn't know Poggle the Lesser was still on Geonosis. Men, advance on that tank! I want that bug on the top of the tank taken alive at all costs!"

Poggle had his AAT in reverse, continually drawing the clones in on his position. The slow retreat eventually dipped down a ravine, but neither the clones nor the tank had any trouble traversing it. The AAT stopped backing up once it was out of the ravine.

The clones spread out along the ravine, fearing an attack from the armored assault tank, but none came. Just as the clones were about to march on the tank again the ground began to shake.

"What's going on?" one of the clone troopers asked as if his brothers would know something he didn't.

A herd of merdeth came barreling down on the clone troopers. Merdeth were enormous, shelled insectoids that moved about by hundreds of tiny legs. Merdeth were natives to Geonosis that were prone to consume Geonosians, Ur-Greedles, or any organic material they encountered, this time it was Republic clone troopers.

Poggle had led the clone troopers into a known merdeth route. Despite the Republic troops' prolonged occupation of the planet, they still knew surprising little about the animals that lived there.

The clone troopers fired on the large insectoids and tossed their thermal detonators, but they had no effect on the merdeths' massive armored shells. A merdeth's mouth was surround by eight tentacles, which were used to consume their prey. The merdeths seized the clone troopers and devoured them. Poggle wasn't foolish enough to stick around to watch the show, his tank had turned and fled, surviving Geonosian warriors flying to keep up with their crafty leader.

* * *

Poggle's tactical droid, TX-21 and OOM-9's command droid, Z23-Y75 were tasked with taking back the Confederacy's old command spire. The Geonosians reported that while the Republic was using it, they were not defending it heavily. Since it was not properly protected, Z23-Y75 wondered why the Geonosians couldn't handle the situation themselves.

A cluster of five Geonosian transports put down TX-21 and his troops. The tactical droid's army consisted mostly of B2 super battle droids supported by baron super battle droids and mortar super battle droids. Baron super battle droids were often referred to as anti-air super battle droids. They lacked arms and had missiles launchers built into their shoulders.

Z23-Y75 brought B1 battle droids and droidekas by way of a single Neimoidian transport. The command droid's primary contributions were dwarf spider droids and homing spider droids brought in by a pair of VACs.

The CIS attack group landed north of the command spire, amidst the rusty wreckage of three Techno Union ships that had been destroyed during the first Battle of Geonosis. It was not a stealthy approach, and the Republic immediately knew of their arrival.

The super battle droids were on the march, and a squad of nine clone troopers appeared along one of the upper ridges of the spire. Armed with DC-15A blaster rifles, the clones accurately shot down the silver droid infantry over a long range.

The clones were good, very good. Z23-Y75 now understood why the Geonosians couldn't handle the situation on their own. Z23-Y75 was lucky he had chosen a particle beam E-5s sniper rifle as his weapon. He pulled up the weapon, aimed at the clone furthest to the right and fired. The purple laser beam caught the clone in the throat. Z23-Y75 aimed for the next two and fired in quick succession. No time for headshots, the droid went for a larger and easier target, the torso. And that's exactly where he hit.

The remaining clones' took no notice of their fallen comrades, instead concentrating on destroying as many super battle droids as they could.

A baron super droid fired his missiles, but only attracted the clones' attention and was destroyed. The droidekas had rolled up and deployed their shields, soaking up much of the blaster fire, giving the supers a break.

The diversion allowed a trio of mortar droids to move into position and bomb the remaining clones into oblivion.

It was not over yet. The hill on the north face of the spire was too steep to walk up, at least for anyone but the dwarf spider droids. The CIS droids would have to go around to the east or west in order to scale up the spire. Z23-Y75 took the east while TX-21 took the west. The two homing spider droids split up, one to each side. The dwarf spider droids started scaling up the north hill.

The Separatist droids had no clue of the trouble that awaited them. Two AT-TEs were trotting up from the south, one on each side of the spire. Each walker was escorted by a group of twenty clones armed with a variety of weapons.

"Hold your positions, let them come to us," TX-21 ordered his troops. The tactical droid's opposing AT-TE focused exclusively on the homing spider droid until it was no more. The baron and mortar droids then attacked it while the clones and B2s shot at each other.

The AT-TE was damaged, but took out all of TX-21's baron and mortar droids, leaving the standard super battle droids to fight both the clone infantry and the armored walker. The fight was going so badly that TX-21 had to directly participate, firing his E-5 blaster rifle.

On the east side Z23-Y75 was doing no better. The AT-TE facing him also destroyed his homing spider droid. It then turned its cannons on the destroyer droids. While their shields could absorb small arms fire all day, the droidekas were quickly taken out by the walker's intense firepower.

The one advantage Z23-Y75 had was the fact that his B1s were killing off the clone infantry rather quickly. The B1s' task was made easier by the fact that their commander was expertly sniping the clones.

Just when it seemed the AT-TE walkers were about to overtake the droids, the dwarf spider droids that had scaled the north side of the spire had move to the east and west and were in position to fire down on the Republic walkers.

The dwarf spider droids aimed for the mass-driver cannon's gunner first as it was the only weapon on the AT-TE that could swiftly swivel around and adequately target upwards at the spider droids.

Once the mass-driver gunners were taken care of the spider droids focusing on the rest of the walker. Rather than slowly turn to orient their anti-personnel laser cannons at the spiders on the spire, the AT-TEs chose to continue their attack on the droid infantry at ground level. The clone operators accepted their doomed fate and took out as many droids as they could before their walkers caved in to the blasts from the spiders.

The surviving B1s on the east and the B2s on the west scaled up the hills to meet up with the dwarf spider droids. Once they reached the spider droids, they all entered into the spire.

The war room itself had only six armed clone troopers. The others were unarmed clone officers and Kaminoan worker droids. The clone troopers were no match for the dwarf spider droids and the B1s and B2s had some fun shooting the hapless officers and worker droids.

"The war room is secured," TX-21 stated as he went over and examined the holomap of the area. It showed that there was a Republic forward command center directly south of the spire, just beyond the wreckage of another Techno Union ship.

"Take our remaining troops and form a defensive perimeter on the southern ridge of the spire. I expect the clones will try to retake our position. I will call in for reinforcements," TX-21 said.

"Roger roger," Z23-Y75 complied.

The reinforcements ended up being Zako's starfighter squadron, which quickly sprinkled the battlefront with laser fire. The main opposition was a pair of clone scout walkers, and they were taken care of after two passes. Commander Zako then had some fun blasting clone troopers while flying his Scarab. It was rather easy, considering their white armor made them stand out so much.

Z23-Y75 and his troops were then able to walk right up to the forward command center and take it.

* * *

Gizor Dellso had been paired with Major Katen, 3B3-888 and 8EX. Their troops consisted of Geonosian warriors, B1 and B2 battle droids, dwarf spider droids, NR-N99 tank droids, and chameleon droids.

A Geonosian sentry post had alerted them to an upcoming clone convoy. Unfortunately, it was arriving at a different time and angle than expected. Dellso ordered the attack group to fall back to the mountains.

"What'd he say?" Katen asked. She didn't know Geonosian.

"He said we're falling back to the mountains," 8EX explained.

"What? Why? We can take them."

"Just go with it, Major," 3B3-888 said.

"What if they don't follow us?"

"If he screws up I'm sure you'll take control," 3B3-888 started towards the mountains.

Katen and the droids did as they were told. The NR-N99 tank droids were sent away as they could not traverse the terrain. Katen quickly learned Dellso wasn't the coward he seemed. The Geonosian planned to move LR1K cannons onto a ridge and fire down upon the convoy when it passed. Dellso used Separatist probe droids to watch the progress of the convoy. All was going well, they were heading in the right direction without even being baited.

The convoy consisted of two Republic troop transports protected by three AT-RTs from the front and three AT-RTs at the rear. And of course there was the clone infantry walking alongside the transports. It was impossible to tell if there were more clones in the transports or if they were walking alongside them to stretch their legs.

When the Republic passed a certain point Dellso gave the signal to attack.

Despite the command being obvious, 3B3-888 translated it for Katen. "Attack!" Dellso attacked with a Geonosian version of a bulldog RLR.

The battle droids and spider droids fired down from their elevated positions. The chameleon droids revealed themselves to be on the rocky walls. SRT droids moved the LR1K sonic cannons onto position on the ridge. Geonosians manned the cannons and started attacking the troop transports first.

"Ambush!" a clone yelled.

Some of the unarmed Geonosian warriors swooped down at the clones and picked them up, carrying the screaming soldiers up to where the CIS forces were stationed. The clones were then dropped off and stabbed by awaiting Geonosian warriors wielding force pikes. The unarmed warriors would then go and repeat the process again. In the second raid one of the AT-RTs drivers was nabbed. "Watch those bugs!" Another clone tried to commandeer the empty walker but was shot by 8EX as he got in the seat.

3B3-888 was particularity destructive, wielding two E-8 heavy projectile launchers at the same time. Not bothering much to aim, the droid sergeant just peppered the entire area with his missiles. When he ran out of ammo, he handed the E-8s off to a waiting B1 and took up using a RD-4 radiation launcher. With the radiation launcher 3B3-888 was more careful with his aim.

5TE and his squad were approaching straight at the Republic convoy.

"Look over there!" 8EX noticed.

"They'll be shot to pieces!" Katen ran down the incline at the clones.

"What is she doing? She's gonna get herself killed," 3B3-888 kept shooting.

8EX ran on down after her.

Katen plowed right through three clone troopers but missed a fourth, who turned and caught her before she fell over. The trooper merely assumed since she was human that she was on his side.

"What a gentleman," Katen cooed before striking the clone with her electrostaff.

"She's a Sepper!" another clone turned and pointed his rifle at Katen. A split-second later the clone was tackled by 8EX. A clone started shooting into 8EX's side, but was blasted by a radioactive grenade from 3B3-888.

The rear AT-RTs had all been destroyed by the dwarf spider droids and only two in the front were being operated. The chameleon droids started descending from the walls down to help Katen and 8EX.

The two Republic troop transports finally broke apart under the sonic cannon fire, revealing that they had indeed been empty. The last two AT-RTs were blown to smithereens when targeted by the sonic turrets.

The clone troopers still fought on. 5TE's squad had been gunned down, despite Katen's efforts to save them. 5TE was still up and fighting and made it through until the end.

"You need to be more careful," Katen pointed her finger at 5TE when the fight was over.

A clone pilot exited from the wreckage of one of the RTTs and shot at Katen. 5TE saw it and shoved her out of the way, taking the hit himself. The super battle droid then blasted the clone pilot.

"Nice shot," Katen got to her feet.

"You need to be more careful," 5TE mimicked Katen.

"Oh ho. We have a funny guy, huh?"

* * *

OOM-9 and EEK-176 had captured the main Republic base, with the command systems intact. Now they could get accurate readings on where the Republic convoys were supposed to be. They learned that one was heading straight for them.

A group of nine IFT-X fighter tanks and three A5-RX battle tanks approached the droid army. The bio cannons and hailfire droids tried to roll out of the way as AATs and battle droids moved to face them. DSD-08 was right in the middle, the dwarf spider droid was surly doomed to be one of the tanks' first targets.

"Roger. Reinforcements have arrived!" SSA-719 exclaimed as KJZ-8267's bomber squadron swooped in and shelled the new enemy tanks. The E-STAPs spared no expense, using their powerful plasma bombs to disintegrate the land vehicles. DSD-08 beeped in joyous celebration, being miraculously saved at the last possible minute.

* * *

The space battle above Geonosis had ended. The last of the V-19 Torrent fighters had been destroyed and Separatist bridge crews were enjoying watching Republic escape pods being crushed in the planet's asteroid belt.

It only appeared that the 8th Fleet was lackadaisical. When in reality a mass migration was about to take place. All over the planet OOM-8 had received calls for reinforcements, the clones were putting up a tough fight.

The 8th Fleet responded to the pleas for assistance. An enormous wave of C-9979 landing craft left for the planet. The core ships of the _Scrapyard_, _Magna Musai_, _Glaciarium_, and _Profiteer_ detached and descended down into the rusty red stratosphere.

* * *

OOM-8 went down with the _Scrapyard_'s core ship, landing in the Ebon Sea. The Ebon Sea was a disgusting body of water that was smothered in scum and pollution, some of it runoff from Golbah's Pit. Acklays that had escaped from captivity lived on the land surrounding the sea while Geonosian hydras lived on the muddy sea bottom.

Geonosis was one of the last planets OOM-8 thought aqua droids would be deployed on. Only five percent of the red planet's surface was covered by water. The Republic took advantage of that five percent.

After reclaiming the command spire, TX-21 notified OOM-8 that the Republic had built an underwater command center in the Ebon Sea, believing the desert-savvy Geonosians would never be able to challenge them on an aquatic battlefield.

Upon landing in the water it was clear that the Geonosians had tried to strike at the underwater command center on their own. Wreckage of destroyed Geonosian aquatic vehicles littered the water's dirty surface.

Aqua droids were deployed directly from the core ship. From the core ship's sides, Trade Federation patrol boats and ostracoda ships were launched on top of the water. The Separatist boats were soon attacked by Republic aqua frigates.

While the surface ships fought with each other, OOM-8 took a mini-sub and followed the aqua droids down deep to the underwater base.

The droids did not have to dive far before they encountered clone scuba troopers. The aquatic fighters battled each other, creating quite a stir and stray blaster shots were absorbed into the murky water.

One of the stray shots must have hit something. Something angry. That something turned out to be a Geonosian hydra. Geonosian hydras were large, amphibious, carnivorous insectoids with three heads.

The green monster went for both the clones and droids, who ceased fighting with each other and focused on swimming away.

"Pull back. Don't provoke the creature," OOM-8 ordered. The aqua droids obeyed.

Some of the clones got it in their heads that shooting the hydra was a good idea. The three-headed monster swiftly ate them up and turned towards the others clones, which were swimming back to their base.

The clones had led the hydra right to the underwater base. The monster saw them go into the hanger, knew they were inside. The hydra tore at the Republic base. It was not built to withstand the attacks of such a large animal. The base ruptured and Republic personnel spilled out into the grubby water, now prey for the beast.

After watching the show, OOM-8 and his aqua droids returned to the core ship, the Geonosian hydra had done their job for them.

* * *

Archduke Poggle the Lesser had finally reached his destination, the Progate Temple. Karina the Great, Queen of Geonosis had a secret lair under the temple. She had been hiding there ever since the Republic took over and she was not happy about it.

"It took you long enough to free our people," Karina scolded Poggle in Basic. If she was speaking to him in Basic she must have been really angry.

"_The war has been going badly, your highness_."

"That is no excuse for abandoning us."

"_I needed time to elicit the help of a capable army. The battle droid, General OOM-9, is responsible for the liberation of Geonosis_."

"And this droid is going to guard our planet?"

"_No, he will be needed elsewhere_."

"Then let us hope we don't have to call on him a second time."

* * *

The E'Y-Akh Desert, a sandy area near the location of the main battlefields of the first Battle of Geonosis, ending up being the final theatre in which the last large group of clones tried to fend off the battle droid armies.

OOM-9 and many of his officers ended up converging here. The fight was quick, but very ugly. It was relatively quiet now, save for the engines of STAP patrols searching for clone survivors.

The desert was littered with the remains of AT-TEs and clone scout walkers and the tracks of NR-N99 tank droids. Clone corpses began to stink as they were baked in the hot sun.

Near the center, GATs, homing spider droids and dwarf spider droids lined up to be picked up by transports.

There was a small army of battle droids guarding a few clone prisoners. But peacefully securing the clones was not an option for the droid army, at least not when Major Katen was around.

"Tell me where the rest of your troops are," Katen demanded from a captured clone commander, poking his face with the end of her now-deactivated electrostaff.

"Go to hell, oh wait, we're on Geonosis, we're already in hell," the clone boldly challenged Major Katen.

"You will respect my authority!" Katen smacked the clone with her electrostaff.

"You Separatist bitch."

Commander Zako restrained Katen from striking the clone commander again. "I'd talk if I were you. You have no idea how scary she is when she's really bitchy."

"I'm not scared of her or you."

"Then perhaps you'll fear me," OOM-9 approached.

"Ha! As if I'd be scared of some random, nameless clanker!"

"You can't spell 'doom' without 'OOM'…9."

Commander Zako released Katen and started laughing.

Major Katen was less impressed. "General… that was just terrible. That joke should be a war crime."

"Your face should be a war crime, Major," OOM-9 pointed.

"That was mean," Katen was surprised at OOM-9's aggressive turn to humor, or what passed for humor in the CIS ranks. "What's wrong with my face?"

"For starters, it's constantly aging and decaying."

"Yeah, well all organics tend to do that. We can't all be immortal droids you know."

"I can't believe I was defeated by you idiots," the clone commander cut in.

"And what does that say about you?" OOM-9 countered.

"Shut it!" Katen kicked the clone in the head. "No one said you could talk."

"Major, a moment ago you were trying to get him to talk, unsuccessfully."

"But he called us idiots."

"And you're just looking for excuses to hit him." OOM-9 activated his ZK-II war-axe. "You tried hitting and it didn't work. So, let's try chopping."

The clone commander started to say something again but it was OOM-9 who kicked him this time. "Unless you're telling me the locations of the pitiful remains of your army, I don't want to hear it."

* * *

The Pelta frigate that had originally gone down to the planet to warn the Republic of the droid army's arrival was now heading back out into space to escape. It had attracted the attention of a Geonosian cruiser, which chased it back toward the 8th Fleet.

The tactical droid TH-1066 was currently in charge, and had no intention of letting the annoying frigate escape. He quickly oriented the entire fleet to the Pelta frigate.

"All ships, open fire!"

The fleeing Republic frigate lasted exactly twelve seconds before being completely obliterated. Finally, an outcome that didn't result in an enemy making a last ditch escape.


	21. Halting Scientific Progress

**Chapter 21: Halting Scientific Progress**

The planet Minntooine was a remote water planet in the Outer Rim Territories. A Commerce Guild-controlled junta maintained power on the aquatic world. It was a new home to many Quarren who were fleeing from Mon Calamari. Minntooine was a Confederate planet, though there was one thing on this particular planet the CIS kept secret from even its own members. A top-secret Separatist research facility was hidden in the oceans. Or it would have been secret if the Republic had not learned of its location.

An AA-9 gunship transport flew low over the water and dropped off a Republic aquatic transport. The transport sank into the water and started for the Separatist research station. The AA-9 gunship transport left in haste, not wanting to get caught and spoil the element of surprise.

* * *

The very same research station was home to Dr. Khosa Skelhar. Dr. Khosa Skelhar was a Selkath scientist. Over a decade ago, an Ithorian scientist had come to his homeworld of Manaan and took him away. At the time he did not know why he had been chosen, learning later that he was Force sensitive. The Jedi Order had missed him. The Ithorian had tried to teach Skelhar to unlock his hidden power but all efforts had proven fruitless, the Selkath had lived too long without any training or instruction in the ways of manipulating the Force. But it was discovered that Skelhar enjoyed science, and the Selkath went on to pursue an education and eventually earned a doctorate.

Five years ago, Dr. Skelhar attracted the attention of the Felacatians, who hired him to find a cure for their species' curious condition. Felacatians were bipedal humanoids with short fur and a tail. But when Felacatians spent too much time in hyperspace, they would morph into a dangerous, predatory, cat-like creature. With great practice, a Felacatian could transform at will and restrain from morphing when they didn't want to. Few Felacatians had the massive willpower needed to maintain control at any time they chose. Needless to say, this kept most Felacatians from traveling the galaxy. But that was about to change.

"Bring in the volunteer," Dr. Skelhar told Major Frix, the ranking Felacatian officer assigned to the project.

"Yes, Doctor." Major Frix was one of the few Felacatians that was able to master his transformation, even being able to travel through hyperspace for extended periods of time.

"Lie down on the table please," Dr. Skelhar told the Felacatian private who entered the lab. The low-ranking soldier did as he was told.

"Apply the restraints," Skelhar croaked. A pair of ADK-25-MED medical droids went about binding the Felacatian's arms and legs as Skelhar had ordered. The Selkath spoke with a heavy accent and on occasion, would accidentally revert back to speaking his native language. Khosa Skelhar preferred his native tongue, but it was only spoken on Manaan, and he never wanted to return to his miserable home planet again. So it was either trudge through Basic or learn another new language. Khosa thought he had wasted enough time learning to communicate with others, he preferred to explore the realm of science.

"Finally, my people will be free to leave our homeworld," Frix smiled.

Before Skelhar could begin the operation, an OOM command battle droid barged into the laboratory.

"What is it, Commander AC-2?" Dr. Skelhar asked. "I'm about to start a procedure here." Dr. Skelhar was not in the mood to put up with the simple-minded battle droid, not when he was on the verge of success. For most of the five years he spent employed by the Felacatians there were no battle droids guarding him. The planet Felacat had pledged its support to the Confederacy once the war started, but it was really just an empty oath since they could not send their soldiers off world. The CIS had learned of Skelhar's work and immediately moved droids in to guard him. They wanted a cure just as much as the Felacatians; with a cure the CIS could move Felacatian soldiers into their already diverse ranks of organic troops.

AC-2 was painted in a green army camouflage pattern and had blue CIS emblems on his shoulder plates. "Halt the project and prepare your research for departure."

"What? Why?"

"We have an unidentified ship on scanner."

"So?" Dr. Skelhar didn't see what the problem was. Submersible vessels had passed by the base before and they had remained undetected.

"This one is heading straight for the base. They know we're here. We have no arrivals scheduled at this time and they're not transmitting access codes. It's the Republic."

"It can't be. No one knows we're here," Major Frix stated.

"It's time to pack up and go, Doctor."

"But my research, it's nearly done. I can't stop now."

"Your research will cease to exist in the next hour if you don't pack up now. I'm preparing defenses, but we need to leave. Our location has been compromised. Even if we win the battle this base is no longer safe."

"Very well, AC-2. I will defer to your judgment in military matters."

Frix howled in frustration. "Why is this happening now? We're so close!"

"Doctor, I recommend you carry this on your person," AC-2 offered the Selkath a SE-14 blaster pistol.

"No, thank you. I will leave the shooting up to you and your troops." This was not the first time AC-2 offered a blaster to Skelhar. The command droid was insistent that he have the means to protect himself but Skelhar declined the offer every time. The Selkath scientist was never comfortable holding a blaster and had no desire to use one.

The battle droid momentarily gave up on arming the pacifist. "I want you and your research packed on the transport in half an hour." AC-2 turned and left. Major Frix went after the command droid, not wanting to be left out of the loop.

"Release the volunteer," Skelhar told the medical droids. The Selkath let out a guttural sigh; he would just have to pick up where he left off later.

* * *

"We're almost there, General," clone sergeant Gnasher informed his leader.

"Good, it's cramped in here." Obi-wan Jakoby was not a fan of riding in aquatic transports, they always seemed so slow in comparison to aircraft.

"I doubt we'll be able to stretch our legs in an undersea base," Jack said.

"It won't give our target much room to run either," Tai tried to look on the positive side of things.

"Right, about this target…" Kicker started. "What is it again?"

"Dr. Khosa Skelhar," Jakoby answered.

"Ugly name," Kicker said.

"A common trait among aliens," Jack added.

"And what sort of alien is Dr. What's-his-name?" Kicker asked.

"A Selkath," Ace answered.

"And what does a Selkath look like?"

"I'm not sure," Ace answered.

"How hard could it be?" Jakoby was confident. "We just grab whoever is not a droid."

"We've have incoming aqua droids," the transport captain said over the loudspeaker. Jakoby rolled his eyes. This was expected, how boring.

"They spotted us fast," Kicker commented. "Droids aren't usually this quick on the uptake."

The Jedi pulled out his comlink. "Send out the scuba troopers, captain." As if the captain needed to be told.

The Republic transport let loose eighteen clone scuba troopers, while thirty aqua droids swam from the CIS research station. It would have been a problem, but the aqua droids could not destroy the transport fast enough before it docked with the station, at least not while having to deal with the clones.

The Republic transport attached to the station with no interference from the aqua droids.

"They're not just going to open the door and let us in," Kicker complained. "Where is the-"

"I'm going to open it," Jakoby interrupted.

"What? How?" Kicker dumbly asked. The clone commando knew the answer as soon as the words of the question had left his mouth.

"The Force of course." Obi-wan Jakoby reached out through the Force, feeling his way through the base's lock mechanisms and electronics. After a few brief moments of silence, there was a thump and the CIS hatch opened. "I amaze even myself," Jakoby opened his eyes. The four clone commandos went in first.

* * *

"One of the hatches has been opened!" Major Frix exclaimed.

"We opened the hanger to release the aqua droids," an OOM pilot battle droid explained.

"No you idiot! It's not the hanger! Who authorized this?"

"No one," AC-2 answered.

"Someone had to! It wasn't hacked or blasted open! We have a traitor in our midst!"

"We do not," AC-2 corrected the Felacatian.

"One of your droids must have been hacked!" Frix accused.

"Negative. I would know. And I doubt one of your soldiers would jeopardize the research. This is the work of a Jedi."

"They can do that? How do you know?"

"When impossible things happen, there's always a Jedi involved. We need to deploy the droidekas to that hatch immediately."

Major Frix calmed down. It appeared that the command droid knew what he was doing.

* * *

"They've sent in rollers!" Jack yelled. The hallway they were in was long, narrow, and devoid of any cover whatsoever. The hallway was barely wide enough to allow the two droidekas to stand side-by-side with their shields up.

The destroyer droids were able to strip the commandos of their shields with ease. The Republic troopers were able to get back down the hall to the T-intersection where they came from.

"Right, now what?" Tai asked. The droidekas were a fair distance away and grenades might not make it all the way.

"Let's see what this stations made of," Jakoby started cutting a hole in the wall with his lightsaber, hoping to make an entrance into another part of the station.

It took longer than he would have liked, but Jakoby cut through to another room, which turned out to be a food storage area.

"Minecar, stay here and distract the droids, we'll go around and get them from behind."

"Yes sir!" Minecar fired a DC-15x sniper rifle down at the droids. The long-range weapon provided accuracy, but not the power to punch through the droidekas' shields. It did make for a convincing attack and the destroyer droids kept trying to shoot the clone lieutenant.

Jakoby and the other clones meandered around long enough and eventually were able to get behind the two destroyer droids.

"EMP grenade," Jakoby whispered to Ace, who handed him a V-6 haywire grenade.

Jakoby rolled the grenade between the two destroyers and it went off, taking out both the droidekas' shields. Jakoby then threw his lightsaber and sliced the droid duo in half.

"Took long enough," Minecar yelled from the other end of the hallway. "What, you guys stop for tea?"

Jakoby was about to issue a smartass response to his lieutenant when a voice behind him caused him and the clones to turn around.

"Hey," a B1 said. The clones blasted the lone battle droid before it could get a shot off. "No time for witty banter!" Jakoby and his collection of clones pressed onward right into a squad of super battle droids.

* * *

In the command room, AC-2 was trying to keep the droids organized while Major Frix left to round up his Felacatian soldiers.

"Commander, we've lost the destroyer droids' signals," a pilot droid stated.

"The aqua droids have defeated the clones outside the base, only three are still operational," another said.

"Get those aqua droids back in here. We need their assistance against the Jedi. Where are my super battle droids?"

"Half their signals have gone out sir."

"I want all battle droids to fall back to the hanger."

"Roger roger."

* * *

"The droids are falling back," Tai said.

"Cowards. They should stay and fight. It's not like they have anywhere to run on this station," Kicker tried firing at a fleeing B1, but missed.

"Spread out! I want all battle droids destroyed. If you come across any worker or medical droids, capture them. They may be able to lead us to the labs. Oh, and if you see anyone who looks like a scientist, capture them too."

"You heard the General! Get moving!"

Jakoby froze for a moment. "Look alive boys, we've got new friends to play with." Through the Force, Jakoby sensed the Felacatians approach before he actually saw them.

Felacatians had a superior sense of balance, as well as great speed and reaction time. These attributes gave the typical Felacatian an advantage over a human, or in this case, clone. The Felacatian troopers struck fast and hard. Before anyone could blink, three clone troopers were taken down.

"Watch it! Watch it!"

"Arghh!"

"They fight better than the droids!"

Though they initially attacked with E-5 blaster rifles, the Felacatian soldiers quickly closed the gap and engaged the clones with vibroblades. The deadly melee weapons easily sliced through clone armor but were useless against Jakoby's lightsabers.

After Jakoby butchered half of his squad, Major Frix ordered his remaining soldiers to pull back. But once the Felacatians pulled back away from the clones, Jakoby was free to Force push them all down. The Felacatian warriors were quick to get up to their feet, but not before the clones shot another three.

Major Frix threw his vibroblade at the Jedi, who caught it with the Force and propelled it back at him. The blade lodged itself into Frix's left shoulder. The Felacatian officer howled in pain as he ripped the weapon out.

More of his solders started to fall to blaster fire. Being one of the last alive, Frix turned and fled from the fight. The clones finished off the stragglers who didn't turn tail with their leader.

"That wasn't so bad," Minecar said once the Felacatians were all gone.

"Don't relax get just yet," Ace stated.

* * *

AC-2 unlocked some of the station's outer hatches, the command droid planned to flood the base. The droids wouldn't drown but the clones might, and AC-2 was running out of options. AC-2 contacted Major Frix via a comlink, "I'm flooding the station, get yourself to the transport now, Major."

"I'm on my way," a stressed reply came.

* * *

The Republic troops separated as they moved throughout the base, the opposition they predicted seemed to have sizzled out.

"This is too easy. It's never this easy," Gnasher said to Jakoby.

"Don't worry, it isn't easy yet. No one has found the scientist yet. If he gets away-" the Jedi's sentence was cut off as he was suddenly fired upon by a trio of aqua droids.

"Stick to the water!" Gnasher blasted two of them while Jakoby hacked the third into thirds.

The pair kept going, running into the four commandos and most of the other clones.

"Sir," Minecar addressed his general. "It seems the droids are running for whatever ships they have stored in their hanger."

"Do you know anything about the research?"

"No sir. It may already be aboard for evacuation."

* * *

Army camouflage B1 battle droids and clone troopers blasted at each other as PK and MSE-4 droids scurried to the Separatist transport docked in the hanger. "You organics are so fragile." Two ADK-25-MED medical droids helped the injured Major Frix to the ship.

AC-2 helped his battle droids hold off the clone aggressors. The command droid fired an E-5 in his left hand and a SE-14 pistol in his right. Throughout the fight he managed to kill three clones.

Amidst the chaos Jakoby saw an alien he didn't recognize. Some aquatic-looking species. It wore a white suit with blue trim. He didn't look like a soldier or an officer but he looked important. Given that this was a secret Separatist installation, that meant he was probably an evil scientist, _the_ evil scientist that he was searching for. That possibility was reason enough for Jakoby to snatch him up. If he turned out to be a simple engineer, then there would be a problem.

Dr. Skelhar saw the Jedi and the clones and started to run. Something was wrong, his feet were moving but he wasn't going anywhere. The Jedi held him mid-air through the power of the Force.

"Release me," Skelhar demanded.

"Ummmm, no."

"I'm just a cook," Skelhar tried to fib his way out of the situation.

"I don't think so. Don't you know you shouldn't lie to a Jedi?"

The paranoid command droid AC-2 had always insisted that Skelhar carry a sidearm blaster, something Khosa would not do and now regretted. Why would he ever need a blaster? How would a scientist like himself get in this situation? Why was the Republic targeting him? Why was the Jedi Order carrying out their dirty work?

"Why? Why are you doing this?"

"Oh, I don't know…maybe it has something to do with you trying to unleash the Felacatian armies upon the Republic."

AC-2 saw that the Jedi had Skelhar in his grip. The OOM command droid suffered no delusions that he would be able to defeat a Jedi. He would not engage the Jedi in combat, despite what was at risk. As long as the research was safely transported away, they could always get another scientist to finish up the work. AC-2 and his battle droids went for the transport.

"Wait! Where are you going? You've got to save me!" Khosa called after the command battle droid.

"I told you to hold onto that blaster. Goodbye, Doctor."

"No! No!" Skelhar squirmed in the air, trying to break free of his invisible restraints.

"The research is all here," a LEP servant droid held a crate.

"Let's go!" AC-2 yelled at the bot. Idiot. The dumb worker droid had just decreed where the research was right in front of the Jedi.

With the Force, the Jedi yanked the box away from the rabbit droid.

Things had gone from bad to worse, but there was nothing to be done about it. Some of the clones gave chase but AC-2 successfully left on the S-TRN, being able to escape was in some small way a victory.

Tai opened the crate. It was filled with datapads containing the research.

"Use an EMP grenade," Jakoby ordered.

"No!" Skelhar protested. "You can't!"

"Silence, Separatist scum!" Jakoby threw him against the wall. Tai planted a V-6 haywire grenade in the middle of the datapads.

"Do it."

Tai set off the EMP grenade. In a blurry flash, five years of research was gone.

Anger boiled up inside Skelhar. He had identified with the Felacatians' plight. They wanted to be able to leave their homeworld; he knew the feeling. He had escaped Manaan but the Felacatians were now stuck on Felacat. "You monster! You just destroyed five years of research! I could have freed the Felacatians from their homeworld!"

"And we can't allow that, can we?" Jakoby smirked.

The smile slathered across the Jedi's face drove Skelhar insane. He treated the whole tragedy so casually, as if five years of his life going up in smoke was funny.

"I'll kill you!" Skelhar harnessed his anger and channeled it into a force of rage. Rage that took the form of a Force push. Jakoby was knocked on his ass.

"What was that?"

The clones raised their weapons, but did not fire. "That was a Force push, General." Ace had seen enough Force pushes in his time to know what one looked like.

"A Force sensitive, huh?" Jakoby got to his feet. "Funny, you don't look much like a Sith to me."

"I'm…I'm not." Skelhar realized the Jedi or his clones might strike him down if they thought he was a Sith. "I'm no Sith. I swear!" In his panic, Skelhar started bubbling on in his native language.

"No, I suppose your not. If you were then you'd be the most spineless Sith I've ever seen."

"What Sith have you seen?" Ace challenged his general.

"Don't call me on this stuff Ace! I trying to demoralize the enemy if you don't mind!"

"Yes sir," Ace's response had a touch of sarcasm. The clone commando would challenge his general again in the future, it was just the kind of casual relationship they had. Obi-wan Jakoby and his clones were always giving each other a hard time.

"The Jedi Council will still want to know about this."

"Shouldn't we get back to our ship? This place is flooding."

"Yeah, yeah. Let's get going. Come on Doc." Using the Force, Obi-wan Jakoby dragged the screaming Selkath down the hall.

"What, you afraid of a little water, Tai?" Kicker picked at his squad mate.

The Republic forces made it back to their transport before the station completely flooded. Despite searching, they could not locate the S-TRN. It was no loss, the way the Selkath carried on, Jakoby was certain that the droids hadn't gotten away with any of his research. The battle droids had escaped, but Jakoby had the prize.


	22. Battle of Ockramoma

**Chapter 22: Battle of Ockramoma**

The CIS had gotten reports that the Republic had invaded the planet Ockramoma. The Republic had reports that the CIS was building droid factories on Ockramoma. Both sides had sent armies to the contested planet. Everyone's intelligence was wrong.

Ockramoma was literally split in two. The south pole had pledged allegiance to the Confederacy while the north pole stayed loyal to the Republic. The planet had only two million inhabitants, one million on each opposite end. The planet was insignificant in every sense: economically, militarily, politically, culturally, but it had to be addressed at some point. Now was that time.

The Confederacy of Independent Systems had chosen General OOM-9 to secure the planet. The Galactic Republic had sent the Jedi Luminara Unduli and Barriss Offee to deal with the situation. Unduli and Offee were both Mirialans, a species of near-humans that typically had yellow-green skin. The two Mirialan Jedi had taken part in the Battle of Geonosis at the start of the war, as well has several battles afterwards. They were a very capable pair. By some strange stroke of luck, an insignificant planet was about to become a battlefield led by extraordinary leaders on both sides.

* * *

OOM-8 and OOM-9 stood at the _Scrapyard_'s command bridge. The enemy fleet had arrived at almost the exact same time as they had. The Republic forces consisted of three Venator star destroyers and four Acclamator assault ships. There was a large distance between the two opposing fleets.

"Shall we move to engage?" OOM-8 asked.

"Not yet, Commander."

"A transmission from the planet," a pilot battle droid alerted the two OOM command battle droids.

"Open the channel."

"Yes sir."

"What are you waiting for?" the Ockramoma's Separatist leader demanded. "Get your troops down here and defend us! We were promised protection!"

"And you shall have it."

"Then what are you waiting for?"

"We are observing the enemies movements. We will strike when it is appropriate."

"Don't wait too long or you wont have anyone to save."

"They're on the north end of the planet; they have to go through us if they want to get you. I will deal with them."

"What about attacking the north? We've been requesting battle droids for months to get rid of them. You're the first group sent to us."

"I will deal with the northerners after I have destroyed the Republic's forces. The clone army is the only real threat in this situation."

"It better get done."

"It will, I am sending an ambassador to keep you updated on the battle, prepare to receive him," OOM-9 cut the transmission, tried of having to explain himself to the whiny human.

"That was tiresome," OOM-8 shook his elongated head.

"I'm sure he'll change his tone once we've solved all his problems for him." OOM-9 turned to the holographic image of the tactical droid TH-1066. "Commander TH-1066, you are to report to the south pole and take charge there."

"As you command, General."

* * *

The Republic fleet was holding, waiting to see what the Separatists would do. The waiting game was getting everyone nowhere.

"They lied. There's no droid factory here. They wanted us to subdue the southerners," the Venator captain informed the two Mirialan Jedi. "Now they're panicking because a Separatist fleet exited out of hyperspace at about the same time we did."

"What should we do Master?" Barriss Offee asked.

"The Separatists are waiting for us to make the first move." Luminara Unduli was calm and collected. "We're going to give the droids a target, away from the poles."

"General?" the Venator captain asked.

"We'll land near the equator. When the droids follow us there we can deal with them without worrying about civilian deaths. When the battle droids are finished I'm certain the south would be willing to negotiate."

"Ah, of course. But you forget," the captain tried to choose his words carefully. "The CIS excels on large scale battles. We might not have enough troops to counter them effectively. What if you were to lose?"

"Then you may bombard the area from orbit. It won't be a problem as there will not be civilian settlements nearby. Ready the transports and Acclamators, Captain."

"You're going to bring down the Acclamators? What if their fleet engages ours from space?"

"That CIS fleet is likely to have only one competent organic commander who could only be in one place at one time. Likely down on the planet, fighting me. I doubt the droids left in space would be smart enough to engage in an effective fight on their own."

"And if there's multiple competent commanders?"

"Then you can bring the Venators down as well if the situation turns bad."

The Republic captain didn't like his own competence being called into question. The very thought of Venator star destroyers being bested by Munificent, Recusant, or Lucrehulk ships was absurd to Republic naval officers. "Very well, Master Jedi."

* * *

The 8th Fleet was still holding south of Ockramoma's equator.

"They're moving down to the planet."

"Predicted trajectory is the equator."

"They're trying to lure us away from the population centers. They don't want civilian casualties, as usual." OOM-9 was confident he figured out the Republic's plan.

"These idiots are too predictable," OOM-8 said. "We could defeat them at half brain functionality."

"True. This may be starting to get easy," OOM-9 said. "Prepare the Hardcells, freighters and landing craft for touchdown."

"Roger roger," several of the bridge's crew answered. OOM-9 left to go to his personal advanced E-STAP starbomber.

* * *

In one of the _Scrapyard_'s secondary hangers, Z23-Y75 was trying to reason with a certain boisterous Skakoan. "Doctor Quartz, please reconsider your current course of action."

"Nonsense. I'm perfectly capable of taking care of myself."

"It will be dangerous."

"There are plenty of droid fighters to draw the fire away from myself. And I've already been under fire more than once. My little adventure will not slow the weapons progress." Dr. Quartz crawled into his black Belbullab-22 starfighter and joined the starfighter horde. Z23-Y75 informed OOM-9 of Dr. Quartz's participation.

Several squadrons of Scarab and Vulture fighters followed OOM-9 and Dr. Quartz as they went down to the planet. Guarded by hunter-seeker droids, the transports and Trade Federation freighters followed.

* * *

It did not take long to locate the Republic's landing site. They certainly advertised it well enough. The four Acclamator assault ships had landed on the surface and were starting to release their heavy assault vehicles.

Various kinds of LAAT gunships placed clone infantry and light vehicles in defensive positions around the Republic cruisers. Gunship fighters broke their holding patterns to attack the incoming Separatists.

"Focus on their fighters. Protect the transports as they land." OOM-9 barreled right in at the first formation of gunship fighters. OOM-9's bomber actually collided with a gunship fighter. The advanced E-STAP had size and durability on its side, and the inferior Republic starfighter was knocked aside and crashed into another gunship fighter.

Once OOM-9 cleared through all the headlong assault, he sharply turned around and starting hunting for individual enemy aircraft. OOM-9 had turned around a little too fast, as he ended up having to dodge a few friendly Vultures and Scarabs that were still charging forward. OOM-9 zeroed in on an enemy starfighter and locked on, clipping the gunship fighter's left wing.

The gunship fighters scattered and took different targets. A few managed to slip past the Scarabs and Vultures to harass the landing craft. The C-9979 landing craft were not helpless; they fired back with their defensive turrets. The hunter-seeker droids uncurled into attack mode and also fired on the gunship fighters.

Dr. Quartz kept back from the main starfighter skirmish, preferring to attack squads of clone troopers on the ground. The white-armored troopers were easy targets against the brown-orange ground. And there was the added bonus that the infantry stood virtually no chance of taking down Quartz's durable Belbullab-22.

* * *

The transports landed and started unloading STAPs, AATs, GATs, AMLs, PACs, hailfire droids, and NR-N99 tank droids. Luminara Unduli watched through a pair of electrobinoculars. "They're sending out high-speed vehicles. They're going to try to attack the Acclamators before they unload the heavy armor."

"So, what should our course of action be?" Offee asked her master.

"We need to push all our infantry and light vehicles to the Separatists' position immediately. We need to keep as much distance between their tanks and our ships as possible."

Obviously, the 74-Z speeder bikes were the first to comply with Unduli's orders. The Republic speeder bikes did not have the power to harm the armored assault tanks and the other armored vehicles but that didn't matter as the STAPs ended up being their opponents.

EEK-176 drove a heavy STAP. The larger STAP-2 was a tad too slow to keep up with the STAP-1s and 74-Z speeder bikes. Commander EEK-176 opted to lead the AATs and GATs toward the approaching TX-130 _Saber_-class fighter tanks. Before reaching them, EEK-176 was able to shoot down an already damaged gunship fighter that flew too low.

* * *

The four Hardcell transports began landing, releasing their usual content of various battle droid infantry, including 3B3-888, SSA-719 and the dwarf spider droid DSD-08.

As the AATs, GATs, AT-RTs, and IFT-Xs tore into each other, the NR-N99 tank droids and hailfire droids drove around the long way and attacked from the sides. KJZ-8267 oversaw the flanking attack from a blue and gray armored scout tank.

* * *

Luminara and Barriss led their clone troopers into battle, but were stopped before they even reached firing distance of the battle droid infantry. A yellow GAT blocked their path and fired a series of missiles into them, killing the majority of the clones that were with the two Jedi. After it was done shooting missiles, the ground armored tank charged through the remaining clones.

Luminara jumped on top of the yellow GAT and cut a hole in the roof. She did not expect an enemy to come bursting forth at her. Katen jacked her electrostaff upwards, the Jedi barely moving out of the way in time. With Luminara backed away, Katen climbed out on top of the tank. Without a pilot at the controls, the GAT flopped to the ground. Katen fell off when the tank stopped but Unduli kept her balance.

"Come down here and fight me like a woman," Katen challenged.

Luminara Unduli flipped right over the Separatist officer, landing squarely on the dirty ground. "As you wish," she raised her lightsaber to attack.

A heavy artillery gun started bombarding the area preventing the clones from coming to Unduli's aid. Barriss used the Force to propel herself toward the artillery tank.

The artillery gun tried to hit the Jedi with its laser cannons but missed. Offee jumped on top of the HAG and sliced off its primary cannon. The near-useless artillery tank swiveled around trying to shake her off. It finally stopped and opened up. Barriss flipped around to the front of the tank to face the pilot. The Jedi did not expect to see a human.

A human in a Separatist officer's uniform. "You Jedi ruin everything," Zako shot at Offee with his E-5 blaster rifle. This was precisely the situation Commander Karl Zako had been trying to avoid the entire war. He had fought Jedi before, but he always had battle droids with him. This time a Jedi was right in his face and there was no immediate help. Being cowardly wasn't the best course of action since Zako was seated in the tank, so the Separatist officer went with reckless. He activated his ZK-II war-axe and charged out toward the female Jedi.

The Jedi must have been weak, inexperienced, or unprepared to kill a human. She backed away from Zako's charge. Karl couldn't believe his luck. "What's wrong? Come a little closer. Afraid that I'm a better swordsman?"

"That's an axe," Barriss stated.

"Arggh! Shut up and fight," Commander Zako fired his E-5, only to have the shots deflected back at him. The CIS officer had to dance around a bit to avoid being hit with the redirected blaster fire. He almost lost his footing, and that's when Offee attacked. Zako was quick enough that he was able to lock his axe against her lightsaber. "You gotta do better than that," Zako taunted.

EEK-176 turned his STAP-2 around and went to help Zako. Offee was able to avoid the heavy STAP's powerful lasers and slashed it as it drove by. The large STAP fell apart but EEK-176 emerged out of the wreckage unharmed. EEK-176, armed with his own ZK-II war-axe and E-5 blaster, went to double team against Offee with Zako.

* * *

Groups of clone and droid infantry finally reached each other, no easy feat considering the dangerous vehicles buzzing about everywhere. SSA-719 and 3B3-888 were armed with nothing more than the standard E-5 blaster rifle. Not the deadliest weapon they could have chosen for the battle, but it certainly did the trick on full auto fire. They cut through groups of clones without the slightest problem, as if some divine wind was pushing against the clones, making them miss the two battle droids.

* * *

On the southern end of the planet, a gray and blue Sheathipede shuttle touched down on a landing pad. Commander TH-1066 exited out of the shuttle. The tactical droid was protected by a posse that included four red B1 battle droids, two security battle droids, and two marine battle droids. The battle droids were all armed with E-5 blaster rifles, but TH-1066 was unarmed.

"You must be the ambassador."

"That is correct. I am here to ensure the protection of our people."

"And you're going to do that with a handful of droids?"

"More troops will be arriving shortly. We are not under immediate attack. My current duty is to keep you informed about the battle at the equator."

"Right…"

"Is there a problem?"

"No. No problem."

* * *

OOM-9 noticed Katen and a few battle droids fighting a Jedi. Bombing the Jedi was out of the question; he'd hit his own troops. He could let Katen handle it, but from what OOM-9 saw it looked as if she was having a rough time of it.

OOM-9 turned his starbomber around. Major Katen saw an advanced E-STAP bomber approaching and knew it was OOM-9. Ashley Katen knew her general was going to do something so she backed away from Unduli as best she could.

OOM-9 tried to land his bomber on the Jedi. Luminara was able to roll out of the way just in time. The E-STAP's cockpit opened and OOM-9 jumped out, firing his E-5 blaster immediately. He killed a clone trooper before he even hit the ground. OOM-9 activated his ZK-II war-axe and ran at the Jedi. Katen ran at Unduli as well, not wanting to give the Jedi a fair, one on one fight.

Luminara's situation was further complicated by the fact that DSD-08 had targeted the Jedi and slowly marched her way, blasting at the Jedi when OOM-9 and Katen were out of the way.

* * *

The AT-TEs and SPHA-Ts were leaving the Acclamators and started forming attack formations. If the droid army did not hurry, the battle would soon turn very difficult.

All across the battlefront, the ground began to rumble. At first the droid and clones took no notice of it, save for being more conscientious about maintaining their balance. The rumbling continued and grew worse. Now many of the troops on both sides stopped fighting, some even falling over.

"What's going on?" 3B3-888 asked.

"Earthquake?" SSA-719 answered with a question.

Giant worms burst up through the ground and stretched to the sky. It was currently impossible to accurately gauge how tall the giant worms were, but they seemed to be taller than thirty meters. They were all also roughly the same height. They were translucent, being most a clear color but others colors such as blue, orange and yellow shown through depending on how the sunlight hit them. The giant beings did not appear to have mouths, which was an important thing for the armies scattered about around them.

"What are those things?" a clone yelled. Both the clones and droids had stopped fighting each other entirely to stare at the massive beings that now surrounded them.

The giant worms seemed to be reaching towards the heavens, even the starfighters in the sky had to fly around them. "What's this? Most interesting," Dr. Quartz observed as he flew in between the waving translucent tendrils.

"So, that's why the locals live at the poles. The rest of the planet's invested with these things," OOM-9 stated. "So, this was your plan all along."

"I had no knowledge of these creatures," Unduli told the battle droid.

"You lie."

"Why would I lie to a common battle droid who is about to be scrapped?"

"So, the Jedi are dumb and blind?" OOM-9 and Luminara crossed melee weapons again. "One would think a Force sensitive would have been able to detect such large creatures."

The worms didn't seem to be attacking the two armies scattered about the ground. After the initial surprise wore off, the clones and droids started shooting each other again.

"You're willing to die for this worm infested planet?" OOM-9 asked as he knocked Unduli away.

"I don't have to worry about that option as long as I'm only fighting against you and your troops."

DSD-08 fired and Katen lunged at the overconfident Jedi. "You Jedi talk too much!" Unduli was able to parry away the vicious strikes and blaster bolts.

* * *

TH-1066 received an update on the situation. He resolved to interrogate his hosts. "Why has the battlefront been suddenly infested with giant, worm-like creatures?"

"Because, that's where they live."

"Why were we not informed of this before?"

"Because we didn't know you would be fighting at the equator. Once you were there, what did it matter? Would your armies have pulled out and retreated?"

"Is there any other pertinent information you neglected to tell us about?"

"No. You know as much as we do now. We know little of the gel worms, because we stay the hell away from them. They don't come near the planet's poles, and that's all we ever needed to know."

* * *

A few of the freshly deployed SPHA-Ts got the bright idea to fire upon the gel worms. Luminara Unduli didn't give the order to attack the worms. She sensed that her Padawan hadn't either; it must have been one of the clone commanders. Or the SPHA-Ts' crews might have panicked and attacked without any orders at all. She tried to transmit a cease-fire order to the artillery but couldn't catch a break while fighting both OOM-9 and Katen at the same time.

One of the powerful blue beams struck right through the middle of one of the gel worms. Another beam cut through a second worm. The worms' translucent innards began to spill about the battlefield.

The ground began to rumble as the worms thrashed about violently. Not just the ones that had been hit, but all of them. The thrashing of the injured worms cause the goo to spill out on some of the clone troops that were fighting SSA-719 and 3B3-888.

SSA-719, 3B3-888 and the other battle droids stopped fighting when they realized that the clones were screaming in pain, wallowing on the ground. The battle droids watched, realizing that the clones were melting.

"Some sort of acidic substance," SSA-719 said.

"What gave it away? The melting clones?" 3B3-888's humor went unacknowledged.

The two injured gel worms finally stopped squirming and collapsed onto the ground, acidic goo gushing onto the ground. An AT-TE got stuck in the ooze. The armored vehicle tried to walk away, but its legs melted into the sludge. Shortly, the entire walker was consumed.

More AT-TEs started to get stuck as the goo kept running over the battlefront. The quicker vehicles were able to get out of the way in time when it came near, still continuing to fight with one another. The droid and clone infantry did the same, only breaking away from each other when the ooze got too close.

It kept getting worse. Even after it seemed the two dead worms should have been depleted they still kept oozing out more gooey fluids. A foreboding harbinger of a painful death, the ocean of ooze swept across the area.

From the sky, Dr. Quartz watched. The others worms were still violently thrashing about and the dead ones still leaked. The Skakoan figured it out and transmitted to OOM-9. "The worms aren't separate creatures, they're one entity! You're all going to drown in acidic goop if you don't get out of there!"

"Roger that, Doctor." OOM-9 relayed the information to the droid control ships in orbit, which in turn, relayed the information to the entire droid army.

Unduli was finally able to break away from DSD-08, Katen and OOM-9. She rushed back toward her Padawan. Considerable distance had been put between them since the battle first started.

"What are you waiting for?" EEK-176 yelled at Barriss Offee. "Call off your troops you idiot! If we stay and fight here we'll all die."

Offee paused, not sure what to make of what the battle droid told her. She was also thrown off by the fact that the suggestion came from a battle droid, a battle droid that had nearly killed her several times already.

A mighty Force leap landed Unduli next to her Padawan. EEK-176 pointed his gun at the newcomer while Zako kept his firearm trained on Offee.

"Master, should we call a full retreat? The droid…"

"Yes. We will have to continue the battle another time. What about your troops, droid?"

"We're leaving," EEK-176 lowered his weapons. "But you're welcome to stay here and die if you want."

"Very well."

"You'll stay?"

"You know we aren't. I'll order a full retreat. We won't attack you as long as you don't attack us."

"Agreed."

The ooze crept up at them, trapping EEK-176, Zako, Unduli, and Offee together. A LAAT/i gunship flew in and the two Jedi used the Force to leap up into the low-flying gunship. "Hey, screw you guys!" Zako yelled at the Jedi as the gunship flew away.

* * *

OOM-9, Katen, and DSD-08 also became trapped around the ooze. "We're all gonna die!" Katen climbed up on top of DSD-08's head, and held onto his antenna while OOM-9 tried called for evac.

The entire force of AT-TEs and SPHA-Ts were now being dissolved, their operators abandoned their vehicles to save their own skins. The ooze reached one of the Acclamators. The vile goo ate through the landing gear, and the large cruiser fell completely into the muck, slowly being eaten away. Several clones and crewmembers made it on top of the outer hull of the ship, where they were rescued by passing LAAT gunships as the Acclamator continued to sink.

* * *

3B3-888 and SSA-719 had their own problems. They were separated from their droid troops by a fast-moving goo stream. The other droids went back towards the Hardcell transports, but 3B3-888 and SSA-719 were on the wrong side. They kept running, nowhere in particular other than away from the acid ooze that seemed to be chasing them.

"Need a lift?" KJZ-8267 swooped in from behind on his AST. 3B3-888 and SSA-719 each jumped onto a side of the small repulsor tank and KJZ-8267 carried them towards OOM-9's location.

The battle droid trio stopped when they reached OOM-9's group.

"There's not enough room for all of us," Katen whined. "I'm scared, hold me," she tried to latched onto SSA-719. "Get a hold of yourself Major!"

"I can't. We're all doomed!"

A MAF flew down and landed. "All aboard!" OOM-9 shouted. KJZ-8267 took off on his AST alone while the others, including the large DSD-08, all crammed together in the MAF and took off. The MAF flew in and dropped off OOM-9 back at his E-STAP bomber, which was still where he left it.

OOM-9 took off in his bomber while the MAF went and retrieved EEK-176 and Zako. "It's about time!" Zako said as he and EEK-176 squeezed into the already crowed assault flyer.

The other three Acclamators took off, choosing to leave their troops behind rather than be consumed like the other cruiser. The CIS vehicles drove off from the area while the freighters and Hardcells took the droid infantry back into space. For the moment, the vehicles were fine and could be revoked later.

With the evacuation successful, OOM-9 ordered his fighters to renew the attack. The sky was devoid of any more gunship fighters, so the Vultures, Scarabs, and hunter-seekers turned to harassing the Acclamator assault ships as they returned to orbit.

* * *

OOM-9 gave OOM-8 the signal to start the space battle. It was just as well; the party was about to start anyway. The 8th Fleet and the Republic fleet had been slowly inching closer to each other ever since the ground battle started.

CIS fighters harassed the surviving three Acclamators as they ascended back into space. The Republic Fleet was short one Acclamator, which bode well for the Separatists' outlook of the space battle.

"Focus all fire on the Venators. Deploy boarders against the approaching Acclamators," OOM-8 ordered. The command droid figured the Acclamators had their clone compliments reduced from the ground battle, making them more susceptible to infiltration. Which allowed the 8th Fleet's capital ships to focus solely on the three Venators.

One Acclamator seemed to be doing particularly poorly, and OOM-9 chose it as his target. OOM-9's bomber unleashed a Void-7 seismic charge right at the center of the Acclamator. The explosive shockwave sheared the large ship in half. OOM-9 guessed that the ship's shields were down, and he was correct. Debris collided into the remaining two Acclamators.

"Shall I recall the boarding ships?" OOM-8 transmitted to OOM-9.

"No, keep them on course. I won't destroy the other two."

The three Venators kept in tight formation, refusing to be separated. It kept the ships alive and fighting, but prevented them from easily maneuvering to escape.

The droid control ships _Scrapyard_ and _Magna Musai_ blocked the way directly in front of the Venators, while the Munificent frigates and Recusant destroyers attacked from various angles. It was a battle of the big guns, as neither side tried to launch their fighters.

_

* * *

Droch_-class boarding ships slammed into the two Acclamators. Mostly marine battle droids were released, but so were Z23-Y75, 8EX, and 5TE. Initially there was intense fighting, but the marine droids swept through their opponents with ease. After a lull in the fighting it was clear the Acclamators were indeed mostly empty. The marine droids ended up shooting mostly unarmed crewmembers and Kaminoan worker droids.

Z23-Y75 and his two super battle droid squad mates reached the life support system room entirely by accident. There were two clone guards, which both took cover as 8EX and 5TE tried to shoot them. 5TE was hit in his armored chest, but didn't go down. Z23-Y75 snuck around the side while the two B2s continued to provide a distraction. He managed to shoot one of the clones, and dispatched the other with a well-thrown thermal detonator.

With the room clear, the CIS droids were free to do as they pleased. "I'm going to shut off the life support systems," Z23-Y75 explained as he worked. "Success." Z23-Y75 turned to the two bigger droids. "Destroy the systems so the clones can't bring them back online."

"Super," 8EX declared. The B2s unleashed their wrist rockets on the various computer terminals.

* * *

"Something's wrong," Luminara said. Unduli and her apprentice had been hiding from the numerically superior droid marines.

"It's getting hard to breathe," Barriss deeply inhaled.

"They cut the life support. It's time to go." The two Jedi and the few clones with them took a Nu shuttle from the hanger and departed from the Acclamator, they wouldn't get far in the LAAT/i gunship that brought them to the Acclamator. Especially since gunships lacked hyperdrives.

Without air to breathe there wasn't much stopping Z23-Y75, 8EX and 5TE from walking right into the command bridge. They tried downloading data from the computers but learned that most of the information had been erased by the bridge staff before they suffocated to death.

* * *

Piloting the Nu shuttle, the Jedi saw that the space battle wasn't going in their favor either. Both of the Acclamators seemed dead in space while two of the Venators had been destroyed. Only one Venator remained, and it was utterly trapped by the CIS ships that surrounded it.

Luminara Unduli took the shuttle into hyperspace.

"Master, what about the others?"

"There's nothing we can do for them now Barriss. Hopefully, they will be taken prisoner."

Unduli turned out to be wrong, though she would never know it. The last Venator fought on to the bitter end, and was destroyed for its effort.

* * *

After everything had calmed down, EEK-176 was sent to conquer the north pole.

* * *

Major Katen was detailing her ordeal to a hologram of Captain Sledge.

"And that's why I don't like joining you on your little escapades," the hologram said.

"Sir, the two captured Acclamators are still functioning," a pilot droid told OOM-9.

"What are we going to do with two Acclamators?" OOM-8 asked.

"I'm not sure yet. We'll have to think of something creative."

Z23-Y75 delivered the small amount of data that he was able to recover from the Republic cruiser. The data was heavily corrupted and largely missing, yet a small bit of information remained. It revealed that the Grand Army of the Republic was working on a project on the planet Zelos II. That was all that could be obtained. If OOM-9 wanted more he'd have to find out for himself, and he intended to do just that.


	23. Battle of Zelos II

**Chapter 23: Battle of Zelos II**

Zelos II, the four-mooned homeworld of the Zelosians, was located in the Mid Rim. The Zelosians were near-humans that were outwardly identical to humans save for the fact that they all had emerald-green eyes. The Zelos system was a member of the Confederacy of Independent Systems, or it was supposed to be. A Republic invasion force conquered the planet Zelos II's inhabitants. It appeared that no help was forthcoming from the Separatist Alliance. It appeared.

* * *

Commander Zako and Dr. Quartz arrived at The Sugar Rush, a strip club located on Zelos II. This particular establishment caught the attention of Dr. Quartz specifically because it was advertised that a Skakoan dancer performed there. It was rare to find Skakoan dancers off of Skako, and even more rare that one could be found on such a backwater world as Zelos II.

"A Skakoan in a strip club? That's ridiculous. She can't take off her pressure suit." Zako was dressed in his top hat and usual formal civilian suit.

"I want to see her anyway," Dr. Quartz demanded. Quartz, as always, was trapped in his purple-tinted pressure suit.

The club was soaked in lime-green lighting. Zako went over to the bar while Quartz found them seats. They were stealthily skulking around the planet and consuming intoxicating beverages while hiding from Republic troops was a stupid idea, if it weren't for the fact that they were on Zelos II. The native Zelosians had liquid chlorophyll for blood, and sugar affected them the way alcohol affected humans. Zako could drink whatever the bar had to offer and wouldn't get tipsy, and stupid. The last thing they needed was stupid.

Zako scanned through the available drinks until one caught his eye in particular. Kal gir'ate, a drink that originated on his homeworld of Zakkudos. Kal gir'ate was an extremely sugary drink that made the consumer breathe out black smoke. It was a heavy drink for Zelosians but harmless for a human. Karl Zako ordered an enormous mug of it.

"That's an awful lot. You sure…" The bartender noticed Zako's eyes were brown, not green. "Oh, you're human."

"You are correct, sir."

"Then you aren't gonna get wasted and cause trouble by drinking all of this."

"Of course not. I was raised on kal gir'ate."

"Right." The bartender handed over the drink and Zako procured the necessary credits.

"I am strangely attracted to that squid-head," Zako said as he sat down next to Quartz, watching a female Quarren dancer. A shorthaired female Mirialan took the stage. "Even better."

Quartz turned to Zako. "What? You didn't get me anything?"

"I don't think they have the capabilities to provide beverages to Skakoans."

"They have a Skakoan dancer, you'd think that they'd be able to serve Skakoans as well."

"Yeah, I see how one could think that. Sadly, the Galaxy seems to lack commonsense."

"Commonsense is quite rare."

Two new humans entered the strip club. This time the pair was female. One with blond hair and one with black. They went over to the Quartz and Zako and sat down.

"Took you two long enough."

"A delicate operation like this takes time, Doctor," Melissa Sledge said.

"Delicate, yes. Which makes me wonder why you two were assigned to it."

"You're not the delicate type either, Doc."

"I am when I have to be."

"Same here."

"You've got kal gir'ate?" Katen noticed the black smoke as Zako exhaled. "Gimme!" the snatched the mug and took a drink herself.

"Hey, that's mine. Go get your own."

"Make me."

"I have completed the weapon you requested," Quartz handed a coiled up whip to Sledge.

"Excellent. Thank you, Doctor Quartz."

"Feel free to thank me again after you see what it can do."

"And now," an announcer boomed as the music died down. "The girl you've been waiting for, Candy Cans!"

A new song started booming as the female Skakoan slinked up the stage and started dancing.

"She's pretty good considering she's stuck in that suit. I didn't know Skakoans could bend that way," Zako observed.

"They can't." Quartz enlightened his companions. "She must have had surgery."

"Bah, I can do better than that," Katen declared. Zako stole his drink back.

"You can do better than a dancer who's had performance enhancing surgery? I doubt that very much," Zako took a swig from his mug.

"We'll just have to see won't we?" Black smoke emanated from Katen's mouth as she spoke.

"Hey! You're not getting all the attention this time!" Sledge raced Katen up to the stage. The bouncers were upon the amateur upstarts fast. The bouncers were about to learn that they weren't getting paid enough.

Immediately, Katen cracked the first bouncer in the jaw, sending him to the floor. Then Sledge unfurled her new whip and activated it. The whip cackled to life with purple sparks of energy.

"What's that?" one of the bouncers asked. It was an electrowhip. Invented by Dr. Gatling Quartz at the request of Melissa Sledge. Based on the technology of the electrostaff.

Sledge whipped a bouncer, nearly slicing him in half with almost no effort at all. After that, the music stopped and everyone backed away. Even Sledge was surprised by the power of the weapon.

Five clone troopers barged into the strip club. Four standard clone troopers led by a sergeant. All were armed with DC-15S blasters, which they pointed at Katen and Sledge.

"You! The two human females. You're under arrest!"

Katen and Sledge were tough, but they were not Jedi. They couldn't deflect blaster bolts. The aggressive duo raised their hands in surrender.

"Okay, okay. We give up."

"Drop the weapon!"

"Fine." Sledge deactivated her electrowhip and let it fall to the floor.

"CT-9400, CT-9401, take them," the clone sergeant ordered. The two clone troopers, also known as Banger and Mash, put Katen and Sledge in binders.

Dr. Quartz and Commander Zako stayed in the crowd. They weren't planning on getting caught by the clones.

"Secure that weapon!" The sergeant sent another clone scurrying to collect the electrowhip.

"All right, move it!" the sergeant barked at his two prisoners.

The clones and their captives moved out of the strip club and into the street.

"What about the injured?" Mash asked Sergeant Reedy.

"The locals can handle their own wounded."

Banger stopped and looked at the RTT that awaited them.

"What is it?" Mash asked.

"I thought I saw movement on top of the RTT."

"I don't see anything."

"Must be nothing. False alarm." The clones piled into the transport and started down the street. Little did they realize that Banger had seen something on top of the Republic troop transport, a sabotage droid in stealth mode. It was not the only one. The RTT was crawling with an entire swarm of Separatist sabotage droids. The black-armored sabotage droids had an insectoid appearance, partly due to having multiple photoceptors. Sabotage droids were expensive due to their stealth field generators. The droids usually hovered by repulsorlift but were currently latched onto the troop transport by way of their bladed 'legs.'

"Take us back to base," Sergeant Reedy ordered.

"Sir?" the driver was confused. "The jail is closer by."

"Negative. These two are dangerous. And they have a weapon we've never seen before."

"Yeah, what is it anyway?" Banger asked.

"Sarge just said it's a weapon we've never seen before," Mash was trying to be a smart ass.

"I was asking them," Banger pointed at Katen and Sledge.

"It's a whip, you idiots," Sledge answered.

"We know that," Banger shot back. "What kind of whip?"

"It reminds me of those lightwhips the Jedi sometimes talked about."

"We'll get clear answers out of them once we're back at base," Sergeant Reedy ended the conversation. The RTT returned to base, still carrying the cloaked sabotage droids with it.

* * *

"What's our status Captain?" Zako was no longer in his civilian clothes. He was encased in his FR-8 shock trooper armor.

"All organic troopers have reported in and are suited up. All battle droids got through customs undetected, we're activating the last of them now," the captain answered.

"Excellent." Before going to liberate Zelos II, OOM-9 had received a request from the leadership of the planet Zakkudos. They wanted OOM-9 to oversee the first battle for a new group of troops fresh from boot camp. A large portion of OOM-9's troops and war machines came from the factories on Zakkudos and he was considered to be a celebrity there. So, in order to remain in the good graces of the politicians and public, OOM-9 accepted the request.

Instead of attacking Zelos II outright, OOM-9 decided to try infiltration. The new troops, coming from Zakkudos, were humans. Under the direction of Commander Zako, the humans made their way onto the planet disguised as civilians. It was not difficult to do.

The clones didn't have the numbers to police the comings and goings of the entire planet's travelers, their primary task was suppression of the locals, no matter where they hailed from. And the clones barely had the numbers to accomplish that. The Republic kept a handful of major bases on the planet and used the fear of bombing runs from gunship bombers as a way to keep the majority of the locals in line.

The organic CIS troopers were able to sneak a few crates filled with deactivated battle droids onto the planet. The droids were there to make sure the humans stayed alive. They were mostly B1 battle droids, as they were the easiest to store in the crates but there were also a few dwarf spider droids, which would be needed to deal with enemy vehicles.

"Good news, Commander," Dr. Quartz approached Zako.

"What is it, Doctor?"

"They got the GAT through." Along with a few droids, the CIS tried to sneak a single ground armored tank planetside.

"You're joking."

"No, the Republic really is that incompetent."

"The endless bounds of their stupidity continue to amaze me."

"Naturally, the tank is mine."

"Of course, we wouldn't want to risk you fighting with the infantry." Commander Zako was not being sarcastic. "Better get to your tank, Doctor. We'll be moving shortly."

Quartz fiddled with this pressure suit. "Of course."

"The droids are ready for action, Commander." Sergeant 3B3-888 walked up to Zako.

"Good to see you 3B3-888. How was the ride in the cargo hold?"

"Miserable. I prefer a straight fight compared to all this sneaking around."

"Well, you're about to get your fight."

"Sir," the CIS captain interrupted. "We have formed ranks and are awaiting orders, sir."

"Very good, Captain. 3B3-888, want to give our new troops a little speech?"

"Very well." The B1 battle droid marched out in front of the infantry formations. The majority of which were most commonly called CIS troopers or Separatist soldiers. Their ranks included roughly the same amount of women as men. The Zalost system from where they hailed didn't have much in the way of sexism, which helped in increasing the organic volunteer's numbers against clones that were produced en masse.

Standardizing uniforms and equipment within the CIS was difficult due to diversity. Many systems kept their local gear while others were standardized based upon their race. Obviously, gear for a human wouldn't suit a Geonosian or Gossam very well. The standard human CIS troopers wore black and gray army camouflage shirts and pants with black gloves and calf length black boots. Their only armor was a simple black helmet. They also carried a large black and gray backpack for carrying extra ammo and other supplies.

"This is your first combat mission against the evil Galactic Republic. The clone troopers are manufactured in factories, designed to fight. But humans aren't meant to be produced on the assembly line, that is us," 3B3-888 pounded his chest. "You are real humans, they are fakes. Show them no mercy because those disgusting insults to your species will show you none. Remember your training," 3B3-888 remembered not to say 'programming.' Poor humans, they took so much longer to become combat ready in comparison to droids. "And you will survive to fight them again."

Commander Zako listened to the speech. 3B3-888, like the others, had grown much since the day they were rescued from the junkyards of Raxus Prime.

"On the Commander's order."

"Forward, march!" Zako yelled through his helmet. The CIS attack group set out to the Republic base, no longer having any intention of hiding themselves. The Republic patrols would spot them, and the clone army would arrive to intercept them. No way to give the new troops experience without a battle.

* * *

The five clone troopers escorted Katen and Sledge through the base. They made it to the detention block without incident and stuck the two women in a cell together.

"I'll take care of their weapon. You're all relieved. Enjoy the mess hall, or whatever you do in your free time," Sergeant Reedy told the other four troopers. The clone sergeant waited until the four clones left the detention area.

Now there was only a single clone officer monitoring the prisoner cells from a command console. The clone officer paid no mind to the sergeant as he moved out of his view. Ever so quietly, Sergeant Reedy uncoiled the electrowhip. Then he activated it.

The clone officer immediately recognized the sound of an electrostaff. How could that be? Had a MagnaGuard gotten into the base somehow? The officer turned around to see the clone sergeant holding the whip, but now it cackled with purple sparks of pain and death. "Hey!" The officer reached for his DC-17 hand blaster, but was cut in two by the powerful whip before he could fire the weapon.

Sergeant Reedy pressed a series of buttons, and released Katen and Sledge.

"I believe this belongs to you," Reedy passed the whip over to Sledge.

"Why, thank you."

The clone sergeant then provided the two CIS officers with directions to the command center.

* * *

Mash had decided to stop by the command center, rather than go to the mess hall with the others. The commander center was vacant save for a single clone lieutenant.

"Where's Commander Nold?"

"He went to the fresher almost half and hour ago. Haven't seen him since."

"Half an hour?"

"Maybe he has a stomach virus."

"Probably so, considering the food they give us." Mash headed for the fresher.

"Are you all right, Commander Nold?" Mash knocked on the door.

The clone commander exited from the fresher, locking the door behind him. "I'm fine trooper, what did you need?"

"You're locking the fresher sir?"

"Nobody needs to see what's in there except the cleaning droids."

"Yes sir."

"What did you need, trooper?"

"Sir, its about Sergeant Reedy, he doesn't seem quite right, sir."

"Oh? How so?"

"He has been referring to me and Banger by our numbers rather than our names."

"Nothing wrong with following proper procedure," Nold motioned for them to move. "Walk and talk trooper, I need to get back to the command center."

"Its not just the numbers, sir. Something else seems off about him. This change is very recent, but very weird."

"Stress perhaps? I heard you boys dragged in some pretty violent ladies."

"You heard about that sir?" The pair walked into the command center, the clone lieutenant there paid them no notice.

"Of course. I wouldn't be a very effective commander if I didn't know what was going on in my own base, would I?"

"No sir." Mash thought a moment. If Commander Nold was sick in the fresher for the past thirty minutes, how did he already know about the two new prisoners?

"Is there anything else, trooper?"

It finally dawned on Mash that Commander Nold kept addressing him as 'trooper.' And he had walked out of the fresher, in full armor, fit as a fiddle. And had locked the door behind him.

The clone lieutenant broke the tension. "Sir, one of our speeder bike patrols picked up an enemy attack force approaching from the south."

"Impossible, we've no reports of any sightings of battle droids on the planet," Nold complained.

"The attack group is made up of Separatist human troopers."

"So, they think they're cleaver do they?"

"The base is already on alert. What are your orders Commander?"

"Deploy our armored vehicles, all of them."

"Yes sir." The clone lieutenant turned back to his station.

Nold's swift and genuine action against the oncoming attack took Mash by surprise. Was he wrong about the commander? Mash still had doubts and knew that something was still wrong. "One more thing, Commander." Mash had an uneasy feeling about what might happen next. "Could you remove your helmet please?"

"And why should I comply with such a bizarre request?" Nold moved towards the gun rack at the side of the command room. "Especially from a subordinate? Did you go up in rank without me noticing?"

"Remove your helmet, Commander. Now."

"Have it your way." Nold grabbed a DC-15S blaster from the rack and pointed it at Mash. Before Mash could react, Nold shot him in the chest.

The sound of blaster fire prompted the clone lieutenant to turn from his console and look to see what happened. "What are yo-" Nold killed the other clone.

The door to the command center opened up. Ashley Katen and Melissa Sledge walked in and saw the clone commander amidst the two dead ones that littered the floor.

"Let me guess," Ashley started. "CDC-76?"

"You are correct, Major." Nold removed his helmet, reveling the head of a BX droid commando.

"Run into some trouble?" Melissa asked.

"No, trouble would imply that these clones were actually a threat." The battle droid started scouring the Republic computer terminals for information.

"Guard the door," CDC-76 ordered the two humans.

"Right," Sledge shut the door and locked it.

"Major, how did you know it was me?" CDC-76 asked as he scanned through the Republic's records.

"You chose to impersonate the clone commander. I can't image you choosing a lower-ranking target. You, after all, are a Commander."

"Then I need to hone my infiltration skills if you could identify me so easily."

"Well, the dead clones on the floor helped with that too."

"The base is alerted to Commander Zako's attack. I ordered all armored vehicles to intercept them."

"Did the sabotage droids complete their work?" Sledge asked.

"Yes, I received an update of their mission success five minutes ago. The Republic's vehicles will fall apart the moment they engage Zako's troops."

"I wish I could be there to see that," Katen grinned a cruel and evil smile.

* * *

"Fire! Fire! Full attack!" Zako ordered his troops as TX-130 tanks approached them. DSD-08 and the other dwarf spider droids were the first to respond, given the greater range of their weapons. Two of the five Republic fighter tanks went down before they started firing back.

"Keep your formations open and loose when targeted by vehicles!" Zako instructed his troops as they fought. A third TX-130 tank was destroyed by the dwarf spider droids. In the sole GAT, Dr. Quartz stayed behind the infantry lines, firing off missiles when he locked onto to the enemy fighter tanks.

A trio of LAAT/i gunships approached from the north. No doubt launched from the Republic base, Zako thought to himself. The Republic was on alert and the CIS soldiers were sure to get their experience. "Assault troopers, target those gunships!"

The CIS assault troopers were a variation of the standard Separatist soldiers. The biggest difference was that they wore specialized goggles that enable them to use E-60R rocket launchers to their full potential.

Just as the gunships had all been shot down, a herd of AT-TEs could be seen in the distance. Clone troopers started exiting out of the walkers.

"Snipers, take advantage of spawn kills!" 'Spawn kills' was slang for killing clone troopers as they disembarked from transports, often AT-TEs or RTTs. CIS snipers were also similar to the standard troopers except they carried auto turrets on their backs rather than backpacks. They also wore specialized targeting goggles that enabled them to use E-5s sniper rifles. Since the E-5s sniper rifle was designed to be used by battle droids, the organic snipers would find the weapon worthless without the goggles.

The Separatist snipers were able to get a few kills, but many clones managed to survive exiting the walkers. The Republic's AT-TEs were even less accurate as they tried to blast the CIS infantry over such a distance. Being the largest target on the Separatists' side, Quartz pulled his tank back even further from the battle. Only the dwarf spider droids seemed undeterred by the long-range gunfight, though the two sides were slowly narrowing the gap.

* * *

"I have found something the Republic has tried to keep a secret," CDC-76 announced to Katen and Sledge.

"What's this secret?"

"They're repairing the remains of a decimator."

"I thought they were all destroyed."

"They were. They're trying to fix one."

"They don't have the numbers to police the planet, they plan to use the decimator to instill fear in the civilian populace." Decimators were powerful repulsor vehicles that were developed on Eredenn Prime and constructed at Alaris Prime. The decimators were stolen by Separatist General Sev'rance Tann and were used to capture the energy-producing planet Sarapin. The CIS tried to continue this success by building its own decimators in factories on Krant but the decimator facilities and General Tann were both destroyed by Jedi General Echuu Shen-Jon. The powerful vehicles had since been unavailable to both sides during the war, but the Republic was trying to revive at least one.

"Open up in there! Open up in there!" clones were banging on the door to the command center.

"I have an idea, hide," CDC-76 put his clone helmet back and while Katen and Sledge hid.

CDC-76, now Commander Nold, undid the lock and the door slid open. "We have a traitor in our midst, he tried to take over the command center. He's trying to work with the Separatist attackers. I fought him off and he ran down that way," Nold pointed.

"You three stay here and assist the Commander. The rest of you, come with me," the clone captain barked his orders. The others followed the captain while the three troopers that were left behind took up various stations in the command center. Katen and Sledge still hadn't been seen, the clones were too preoccupied with dealing the situation as they knew it.

"Sir," one the clones called out to Commander Nold.

"We can an Acclamator assault ship coming down to base sir. I have verified it as one of the ships from the Battle of Ockramoma."

"They survived the battle and managed to escape?" another of the clones asked. "What took them so long to report in?"

"Their cruiser is obviously damaged. Grant them clearance to land immediately. We may need their help to win this battle."

"Yes sir."

Katen and Sledge had slowly been sneaking around and each closed in on a trooper. Katen started it, grabbing a clone by the head and snapping his neck. Sledge killed the second with her electrowhip. CDC-76 shot the third with his blaster.

"That was fun," Katen said.

"Our first set of reinforcements have arrived," CDC-76 declared while using his clone voice.

* * *

The damaged Acclamator landed within the walls of the base. Clone troopers, IM-6 medical droids, and Kaminoan worker droids moved up to assist their comrades.

The ship's ramps lowered to reveal battle droids led by Z23-Y75. The clones were taken completely by surprise and were swiftly gunned down, leaving the medical and worker droids defenseless.

GATs came down the Acclamator's side ramps as a new round of clones rushed to counter the surprise attack. The fight broke about even, considered the Separatists should have been doing better. That changed once a tri-droid exited from the Acclamator's main ramp.

The clone lieutenant on the scene was determined to keep the situation from spiraling out of control. The clone ran for a specific vehicle garage and entered.

"Bring out the decimator!"

"Sir, it's only seventy-one percent complete."

"Is the turbolaser cannon operational?"

"Yes sir."

"Then bring it out."

"Right away sir."

The garage door opened and the decimator moved out onto the battlefield. The battle droids and clone troopers took no notice of the vehicle's presence.

The decimator fired, destroying the tri-droid in a single hit. It was the super battle droid 8EX who first recognized the threat the decimator posed and uploaded the update to Z23-Y75. This made the GATs reoriented themselves at the decimator and began to attack. One by one, the powerful war machine took out the ground armored tanks.

With the CIS vehicles out of the way, the decimator took to attacking the parked Acclamator, rather than fire on individual battle droids. The clone driver's reasoning was that the Acclamator was probably still full of battle droids, and the vehicle would be better used taking out the ship than helping the clone infantry with their immediate problem. Targeting individual battle droids was a waste of the turbolaser's power.

The sabotage droids, having already completed their original objective, were called by Z23-Y75 to weaken the decimator. The black droids swarmed over the slow-moving vehicle like a plague of locusts. The decimator had no defense against such droids and the clone troopers were too preoccupied with the battle droids to assist their tank. The decimator pilot decided to continue firing on the Acclamator as long as he could.

* * *

All the while CDC-76 was receiving a steady stream of updates from clones regarding both battles. Everything was going well for the CIS but other Republic bases on the planet reported that they were sending assistance. Now was the time for CDC-76 to call in the main force.

The 8th Fleet was waiting just outside the sensor range of Zelos II. When they received CDC-76's transmission to proceed, the warships made a short hyperspace jump and appeared directly in front of the planet for all to see.

"We're picking up only two Acclamator assault ships," a pilot droid informed OOM-8.

The OOM command battle droid turned to the holographic projection of TH-1066. "We'll divide the Fleet. Prevent the Acclamators from combining their firepower. Your target will be enemy cruiser number two. I give you command of the all our Munificent frigates and Recusant destroyers to accomplish your task."

"Yes, Commander OOM-8," TH-1066 complied. The 8th Fleet divided to engage their separate targets. At the same time, the Lucrehulk battleships and droid control ships unleashed waves of C-9979 landing craft and Trade Federation drop ships down to the planet.

Despite being grossly outnumbered, the Acclamators did not back down. They released their V-19 Torrent fighters and the CIS ships answered with Vulture droid fighters.

* * *

Commander Zako's attack group had cut through the clone troopers and AT-TEs that opposed them and were heading towards the Republic base, which was in no condition to defend itself.

* * *

The sabotage droids had significantly weakened the decimator and finally disengaged the tank to allow B1 battle droids armed with E-60R rocket launchers to bring it down. Even in its damaged state, the tank absorbed fifteen rockets before being put down for good.

The clones continued to fight valiantly, trying to stop the droids from getting inside the base's buildings.

"Hurry, get those repeaters up!" a clone officer urged his armored brethren to quickly assemble EWHB-12 repeaters. Banger was one of the clones charged with this task. He had wondered what was keeping Mash. He'd have to find out later. Banger noticed Sergeant Reedy heading out from one of the buildings. The clone sergeant was carrying a PLX rocket launcher, which was good; they could certainly use the firepower.

"Sergeant Reedy! Over here!" Banger called to his compatriot.

Banger and the other clones at the repeaters had no idea what hit them. Reedy aimed the rocket launcher and fired upon his 'allies.'

The clones were starting to thin and Reedy took off his helmet to avoid being attacked by his true allies. The BX droid commando was approached by Z23-Y75.

"Commander, the commandos have disabled the security system. The auto turret defenses are down and all doors are unlocked."

Z23-Y75 lowered his ZGD gatling gun. "Excellent." The command droid transmitted their progress to OOM-9.

* * *

General OOM-9 was currently landing his own troops just outside the firing range of another Republic base. No Republic starfighters or gunships had attacked them as they landed, OOM-9 figured they were sent to assist the base Z23-Y75, CDC-76 and Zako were attacking. OOM-9 sent his group of Scarab starfighters to assist his allies. He wouldn't need them here anyway.

STAPs, ASTs, AATs, and AMLs formed a defensive line as the bio cannons deployed and started bombarding the base. OOM-9 planned to draw his enemy out to fight him where their turrets couldn't help.

The Republic commander in charge of the base must have figured out OOM-9's plan, as they did not charge out from their walled base as OOM-9 had thought they would. Instead they just stayed there.

OOM-9 observed through a pair of electrobinoculars from the top of an AAT. "What are those idiots waiting for?" OOM-9 asked SSA-719, who was holding onto one of the handrails on the side of the tank. "At this rate, the bio cannons will destroy them. They won't have to come out to the battlefield to meet us."

"Perhaps they've recalled their starfighters back to base," SSA-719 offered.

"Or they're planning to evacuate." OOM-9 did not want to play guessing games as to where they would run to. It was unlikely that they had the ability to escape from the planet and OOM-8 had just reported that the Acclamators in orbit were disposed of. They would probably try to regroup with others on the planet and create a big problem for the Separatists. OOM-9 did not want that, he needed the Zelosians on his side. They were already frustrated with the Confederacy for taking so long to liberate their planet. OOM-9 did not want to wreck their world with a long, drawn out battle.

"All units, forward! Infiltrate the base!" The bio cannons had destroyed most of the turrets anyway. The Republic lost any advantage they had.

The bio cannons focused their attention to destroying portions of the wall, allowing the AATs and other vehicles to enter the base.

Inside the walls, the STAPs and ASTs swept through the area to kill the clone troopers while the AATs and AMLs used their heavier firepower on the buildings.

OOM-9 turned his own tank on a mech factory. It was not a large production facility, but it proved the Republic planned to increase their presence on the planet. Clone personal walkers spilled from out of the factory, but they were no match for OOM-9's AAT. They did succeed in stopping OOM-9 from attacking the factory. But that was rectified when a pair of bio cannons targeted the factory and obliterated it with a few red artillery blasts.

A clone armed with a PLX missile launcher fired into the side of OOM-9's tank. Luckily, it was not the side that SSA-719 was latched onto. Still, the security droid hopped off the side of the tank and blasted the clone from on foot.

* * *

EEK-176 was dealing with his assigned enemy base in much the same way OOM-9 was, but bombarded it with a squadron of shielded E-STAP droid starbombers instead of bio cannons.

Naturally, the E-STAPs destroyed the anti-air turrets first, and then moved on to the wall and other structures. As EEK-176 and his column of AATs entered the base, they found nothing out of the ordinary except for one thing.

There was a Zelosian Jedi fighting alongside the clone troopers. Or at least she looked Zelosian as EEK-176 viewed her through his electrobinoculars. "How peculiar that she is so willing to subjugate the homeworld of her species," EEK-176 commented to KJZ-8267, who was riding an AST next to EEK-176's AAT.

"The Jedi think they are better than everyone else," the pilot droid stated, firing the scout tank's laser cannons at a squad of clone troopers.

"Interesting that the Republic chose her to suppress this world."

"She may be familiar with it?" KJZ-8267 offered. Though it was unlikely that was the case, since the Jedi scooped up Force-sensitives while they were infants. She probably knew no more of her homeworld than any other Jedi did.

"Perhaps they are testing her loyalty," EEK-176 was rather thoughtful of the subject, considering the battle that raged around him. His AAT's primary cannon pointed towards the Jedi. "Oh well, it doesn't matter now." The cannon fired, leaving nothing but a charred stain where the Jedi once stood.

The clones proved to be more troublesome. A jet trooper hit KJZ-8267's armored scout tank with an EMP launcher. The scout tank slowly came to a halt; KJZ-8267 aimed his elite E-5 blaster rifle and swatted the clone out of the sky. Three more clone jet troopers replaced the fallen one. Though the newcomers were blasted by the rocket battle droid RKT-421. Some standard clone foot soldiers tried to take of KJZ-8267, but the pilot droid was assisted by 5TE and they were able to kill the clones without so much as a scratch. Now without a usable vehicle, KJZ-8267 climbed onto the side of EEK-176's armored assault tank. 5TE continued to follow the tank at that point but preferred to stay on the ground as an infantry soldier.

The shielded E-STAP bombers were still bombing the base, the droid control ships' CCCs helping them to not hit their allies on the ground. Rather than being bombed into dust, the clones made suicidal runs against the Separatist tanks on the ground.

After only fifteen more minutes of fighting, EEK-176 had captured the Republic base, or what was left of it.

* * *

The other two major Republic bases had sent gunship fighters and gunship bombers to Z23-Y75's base. Half had been intercepted by the Scarabs fighters OOM-9 had sent. The others were shot down by a combination of Zako's assault troopers and Z23-Y75's baron battle droids.

The Confederacy had been victorious on all fronts. The Republic forces on Zelos II had been defeated within a single day. All clones and other Republic personnel that were not present on the major bases surrendered. They had no hope of waging guerilla warfare when the local population was so hostile towards them.

Not everything was completely perfect.

"General, the Acclamator that we used for the sneak attack is no longer space worthy," Z23-Y75 informed OOM-9. The decimator had riddled it full of holes and caused damage to vital systems.

"Can it even lift off from the ground?" OOM-9 queried.

"No sir. Not without extensive repairs."

"An acceptable loss. We were not expecting a decimator. The Republic's desperation is growing. Leave what's left to the Zelosians to do with it what they will. We still have one more to utilize."

"The local leadership wishes to speak with you in person, General," a B1 informed OOM-9.

"Very well." Considering how the day went, OOM-9 figured fighting the Grand Army of the Republic was easier than dealing with politicians.


	24. Battle of Destrillion

**Chapter 24: Battle of Destrillion**

"I am a genius." Dr. Quartz had been gloating ever since EEK-176 arrived to his laboratory.

"The weapon, Doctor."

"Yes, yes." The Skakoan adjusted his pressure suit. "The OX9 worker droids are bringing it out now." As the Skakoan scientist promised, two OX9 droids carried the weapon out for EEK-176 to see.

"This is the ZPR gatling gun. It has substantial improvements over the old ZGD gatling gun, but it is not intended as a replacement. Like the ZGD, it has virtually no warm-up period before you can fire, but it is more powerful. You could shred lightly armored vehicles with it if you wanted." Dr. Quartz had to fiddle with his pressure suit yet again. "If you would turn around, the OX9s can attach the weapon." EEK-176 did as he was told.

"The ZPR gatling gun is designed as a shoulder-mounted weapon." The long-barreled gatling gun was affixed to EEK-176's back and the weapon was synchronized with the command droid. "When not in combat mode the weapon remains parallel to your back. But if you were to-"

EEK-176 moved the gun into firing position before Quartz finished his sentence. The gatling gun came up and positioned itself over EEK-176's right shoulder without the droid having to lift a finger. The weapon was now an extension of the battle droid. The gun could not be positioned over the left shoulder as EEK-176's command antennas were in the way.

"Precisely," Quartz observed the fluid motion of the weapon. The gun's barrel moved about, tracking pretend targets.

"You mentioned this is not intended to replace the ZGD gatling gun. Would you please elaborate?"

"Yes, as you can see it's a designed to fire over your shoulder and thus requires no hands. It is now an extension of yourself. That leaves your hands free to grip other weapons; I was thinking two ZGD gatling guns. The combined fire from the three weapons would kill all infantry in your path. It should also be useful in dispatching Jedi, for it would be impossible to block all incoming fire from three gatling guns at once."

"You are a genius, Doctor. OOM-9 will be pleased with your progress."

"Good, good. Remember, there are many more great things to come."

EEK-176 uploaded the good news to OOM-9. The battle droid general was elated at Quartz's progress and decreed that EEK-176 would be the first droid to test the new weapon in combat. Combat was not far off for OOM-9's forces.

* * *

The ZPR gatling gun was not the only new addition OOM-9's arsenal. A new droid had joined the ranks, the crab droid. In the hanger of the _Magna Musai_, Commanders Zako and Z23-Y75 were reviewing the new droids laid out before them.

"The Techno Union LM-432 crab droid," Zako read from a datapad. "Naturally, they are amphibious. But they are specifically designed to be deployed over rock, swamp or snowy terrain. Apparently, the dwarf spider droids are having some degree of difficulty with these elements."

"Is that so?" Z23-Y75 studied the crab droids. "I was not aware of such failure."

"Neither was I. Those reports came in from other army commanders." A crab droid had six legs with duranium claws at the end of each leg. The communication antenna of the crab droids' was much shorter than those belonging to dwarf spider droids.

"Their twin blasters are capable of rapid fire or a charged double blast." The two blaster cannons were slung beneath the crab droid's body.

"Copying the success of the versatility of the dwarf spider droids' cannons," Z23-Y75 stated.

"Precisely," Zako answered Z23-Y75's statement. The crab droid was a collaborative project amongst the Confederacy's corporations. Everyone from the Trade Federation to the Hyper-Communications Cartel had a hand in it, though the Techno Union was the primary mastermind behind the droids' production. "They are making a variety of sizes and models for the crab droid, though we were sent only the mid-size heavy infantry series. But we are among the first to get these droids, thank to Dr. Quartz. He is still close to Wat Tambor and others in the Techno Union."

"Right, have them loaded on the transports with the others," Z23-Y75 commanded. The crab droids would taste their first battle soon.

* * *

And that battle was about to arrive at a planet called Destrillion. Destrillion was a barren planet in the Outer Rim Territories. From space, it appeared to be a smoggy brown color, and if one would travel to the planet, that's exactly what the terrain would look like. Like so many other Separatist worlds OOM-9 was sent to help, this one didn't play a significant part in the grand scheme of the war. But that didn't mean Destrillion's inhabitants could be left to the mercy of their clone occupiers.

An Acclamator assault ship exited out of hyperspace in front of the planet, quickly followed by the 8th Fleet. The Republic fleet clustered together in orbit around Destrillion was about to get an unpleasant surprise.

"Sir, we can't get a clear transmission from the incoming cruiser," the communications officer informed Jedi Knight Evan Asani.

"They're obliviously under attack from that Separatist fleet," the Venator's captain stated.

"Let the ship pass between us. Once it's through, tighten formation. Their survival is our top priority."

"Yes sir."

"And deploy our fighters."

"Yes sir."

* * *

From the bridge of the _Magna Musai_, OOM-9 watched as the Acclamator neared ever closer to the Republic fleet. It appeared that the Republic was falling for his ruse. "How many ships in the enemy fleet?" OOM-9 was curious about how many victims his trap could claim. "Eight enemy cruiser class, twenty enemy escort class," a pilot droid stated. It was a large fleet. Three Venator star destroyers, five Acclamator assault ships, five Pelta frigates, and fifteen _Arquitens_-class light cruisers. Without OOM-9's scheme the 8th Fleet might have been faced with a real challenge.

The captured Acclamator had been modified with launch tubes all around its hull. Loaded into those tubes were deadly Void-7 seismic charges. Once the Acclamator was in the midst of the Republic fleet, it remotely fired all seismic charges. From all angles and directions, the shockwaves tore at the Republic cruisers. The V-19 Torrent fighters were especially vulnerable, and many were either cut to pieces by the shockwaves or crashed into each other trying to escape them.

The captured Acclamator kept going, straight into one of the Venator cruisers, and then detonated its cargo of explosives. The blast obliterated the targeted Venator, and splashed several surrounding ships.

The larger ships were still operable after the surprise attack, but fourteen of the Arquitens cruisers were destroyed and all but one Pelta frigate survived. The 8th Fleet charged in directly, firing on the survivors. The battle did not last long. The shields on the Venators and Acclamators were destroyed by the seismic charges, leaving the cruisers easy prey to the Prow turbolasers of the Munificent frigates and Recusant destroyers.

* * *

"The battle is lost! Get to the escape pods!" Evan Asani did not need to tell the bridge crew twice. Escape pods clogged the space-ways, several were obliterated the 8th Fleet's continued onslaught. Evan Asani was fortunate enough that his pod made its way down to the planet below.

* * *

"Deploy the pod hunters," OOM-8 ordered. "Take prisoners if you can."

* * *

Despite the space battle that had just occurred the Republic had not yet lost. They still had ground forces on the planet. And leading those troops was the Jedi Master Koffi Arana. He was an experienced and accomplished Jedi, a far greater opponent than Evan Asani. Koffi Arana sensed a disturbance in the Force. The Jedi Master gave his clones coordinates to where he sensed Evan Asani's escape pod would be.

As the clones took off in a LAAT/i, Arana turned to his commander. "Activate the shield generator and prepare for ground assault. Recall all patrols back to base."

"Right away, sir."

The main base was on a small island surrounded by moat that fed into a river. The water was just as dirty as the ground. Three bridges connected the island to the surrounding area. It was a highly defensible position, which was crucial when dealing with a hostile local population but it also guarded against a formal invasion.

* * *

"We've scanned the planet. They've activated a shield generator," OOM-8 informed OOM-9. "Any orbital bombardment would be futile." The Republic typically had bases near major cities, but the base on Destrillion was far from any major civilian settlements. It would have been a prime target for an orbital strike if not for the shield generator.

"We'll take the fight to the ground." OOM-9 left for the hanger bay. OOM-9's troops excelled at ground battles anyway. The 8th Fleet released their usual horde of transports and drop ships, protected by fighter escort, down to the dingy planet.

* * *

VACs dropped off homing spider droids at the edge of the battlefield. Trade Federation drop ships, landing craft and Neimoidian transports put down further behind.

The CCC updated OOM-9's troops with the general layout of the battlefield. STAPs and ASTs scouted ahead to watch for enemy attack. The NR-N99 tank droids and platoon attack craft traversed the river. The main force, consisting of AATs, GATs, AMLs, and droid infantry, stayed behind the homing spider droids. The bio cannons came up last. The Vulture droids that protected the transports morphed into walking mode and moved with the ground vehicles. The Scarab starfighters continued to guard the now-empty transports as they returned back to orbit. The few hunter-seekers that came down with the droid fighters hovered low to the ground, sticking with the army but away from the Vultures in case they needed to convert to flying mode. It wouldn't due to have one's own aircraft ramming into each other as they tried to take off.

The droid army came across a few scattered sentry posts. Sentry posts are cheap structures with no offensive abilities, but are equipped with long-range sensors. The sentry posts were destroyed without incident, but the Republic would know where OOM-9's army was now that they ceased transmitting. The sentry posts ultimately served their function; it was now up to the actual clone army to do something about it.

* * *

Away from the danger of the droid army approaching the Republic's only major base on the planet, Evan Asani regained consciousness. A wave of grief struck the Jedi as he regained his thought processes. The Republic fleet had been demolished by a Separatist trick. Asani had been in charge, the pain of the failure was his alone to bear.

What made it so difficult was the fact that the fleet had been filled with non-clone personnel. Birth-born volunteers from a half dozen different alien races manned that fleet. If they had been clones it still would have been a loss, but clones were bred to fight and die. Clones didn't have families and friends waiting for them back home, those volunteer troops did. It was a bitter pill to swallow knowing that the soldiers' loved ones would suffer and likely never recover. The ground troops at the base were comprised mostly of clones; hopefully they would stand a better chance against the droids than the volunteers did. As long as the Separatists didn't have any other dirty tricks up their sleeves.

Evan knew he could not dwell on such negative thoughts. He had to turn his attention to the here and now, the present. He could not fight the droid army with grief and sorrow. Asani checked the pod's other passengers, they were unconscious but they were alive. That least there were some survivors, Asani hoped that other escape pods had made it down to the planet. Evan activated the pod's homing beacon and waited to be retrieved.

* * *

A mixture of gunship fighters and V-19 Torrents barreled down on OOM-9's army. The hunter-seeker droids uncurled into attack mode and the Vulture droids took to the sky.

On the ground, the droid army faced nothing but a few fleeing speeder bike patrols. As the ground forces neared the base, they split up. OOM-9 intended to have his army cross all the bridges at once, preventing any chance of escape on the ground.

The bio cannons rolled around into positions surrounding the moat. They were not to cross the bridges. The artillery deployed and started hamming away at the base's defense turrets from long range. Two AMLs protected each bio cannon from air attack, though the Republic fighters were pretty much preoccupied with the Vulture droids. The hunter-seekers left the starfighter battle to harass ground units moving about the GAR base.

The clone troopers and GAR vehicles stayed within the island, daring the droids to try and traverse the bridges. OOM-9 and his troops were more than happy to accept the challenge.

The homing spider droids started crossing first, with the droid infantry quickly coming up from behind. The clones did not charge out to meet them. There were two AT-TEs guarding the island side of each bridge. Content with their current defensive positions, the squat walkers traded fire with the advancing spider walkers.

Commander EEK-176 was assigned the first bridge. From his AAT, OOM-9 led the march on the second bridge. Zako and Katen attacked the third bridge.

* * *

The clone trooper Helmet was but one of many waiting at the sides of the AT-TEs. The clone was assigned to protect the bridge EEK-176 was crossing, but Helmet had yet to learn just unlucky he was.

Helmet had received his name because he rarely removed his helmet, almost as if he was embarrassed to have the same face as everyone else in the Grand Army of the Republic. The clone troopers watched as the Republic walkers and Separatist spiders exchanged fire back and fourth. The clones just needed the droid infantry to come into range.

Finally the moment had come. But EEK-176 was up with the first line of battle droids. EEK-176 brought up his gatling gun trio into firing configuration and open up. Unlike the red lasers that spewed from the two ZGD gatling guns, the ZPR unleashed a powerful purple color. The ZPR made a highly unique noise as it fired. The command droid easily blasted through the clones directly in front of him, and then swept across his entire field of fire.

EEK-176's gatling gun trio roared, cutting down dozens of clone troopers. The clone bodies started to stack against each other as the armored soldiers tried to take out that single death spewing command droid.

The B1s and B2s alongside EEK-176 also attacked, but they weren't even necessary. EEK-176 was slaughtering the clone infantry all on his own.

Helmet felt something he knew no clone would admit to feeling. He felt the icy embrace of fear. He wanted to throw down his firearm and run for his life. His brothers were being shot to pieces by a single droid. Their armor did nothing to protect them from the incoming lasers. The clones crumpled and fell as if they were made of dry leaves. Helmet's sense of duty won out over his fear but he couldn't just stand in ranks and get killed like an idiot.

Helmet made a run for the nearest AT-TE. If he could just get to cover behind one of its legs he might stand a chance. He fired as he ran, most of the clones were dead now and he didn't have to worry about hitting friendlies. A few of the droids shot at him, but they all missed. The gatling gun droid ignored Helmet completely, still busy with killing the remainder of his brothers.

Helmet was almost at the AT-TE, but it started walking forward. Helmet finally turned his attention away from the droids to look where he was running, and smashed face first into one of the AT-TE's legs. The clone fell to the ground, unconscious.

* * *

The bio cannons had destroyed the turrets and started firing aimlessly into the heart of the base. With the turrets gone, the tanks droids and PACs entered the moat from the river and went straight up to the island, bypassing the bridges altogether. Aqua droids, crab droids and dwarf spider droids emerged from out of the water and strode over the undefended beaches of the island.

The NR-N99 tank droids flanked the AT-TEs guarding the bridges. The walkers' primary cannons swiveled over to attack the tank droids, but they treaded units smashed up against the legged vehicles so close that the cannons couldn't aim at them.

* * *

The battle was looking good for the droid army, but Zako's group was about to get a surprise. "An enemy convoy is approaching from the rear," 8EX informed Commander Zako. A sizable Republic patrol was returning to base, but would have to blast through Zako and Katen's group if they wanted to reach their destination.

"Turn the fighter tanks around! Blast them!" The GATs were quick to react and challenged the IFT-X fighter tanks. The convoy's three RTTs churned out their clone troops.

"3B3-2998, you're in charge of the frontline. Keep our troops marching on the base. We must keep up with OOM-9 and EEK-176."

"Roger roger," the B1 battle droid responded.

8EX and Zako ran to the rear ranks to assist Katen with the convoy. The Republic fighter tanks destroyed the GATs, forcing the crab and dwarf spider droids to turn their attention away from the clone infantry to focus on the IFT-X tanks.

The clones fired wildly, striking down several battle droids. Katen was hit in her right arm. She crumpled down on her knees.

"Medic! We need a medic over here!" Zako yelled. 8EX stood in front of Katen to make sure she wasn't hit again.

A MED-47 medical droid came zigzagging through the battle droid horde. Cutting in front of a dwarf spider droids, the medical droid finally arrived at his patient.

"You organics are so fragile," the MED-47 droid stated.

"Hurry, she's bleeding!"

"Pain makes one strong," the medical droid started his work.

"I'll show you some real pain if you don't hurry up and fix me!" Katen threatened. 8EX was hit twice in the chest but refused to go down, determined to protect the injured officer. The B2 droid kept his wrist blaster firing into the clone crowd.

Once the STAPs and ASTs buzzed in to assist, the tide finally turned against the clones. The Republic fighter tanks were destroyed by the crab and spider droids leaving the RTTs to fend for themselves. Like ants, the droid infantry swarmed around the large transports.

A single LAAT/i gunship approached the base and managed to avoid becoming entangled in the dogfight in the sky. "Oh no. Not more enemy reinforcements," Zako complained. The gunship kept going straight into the heart of the Republic base, rather than attacking as Zako had thought it would.

* * *

From the gunship, Evan Asani looked on at the chaos around him. The battle was not going well. Asani activated his green lightsaber and deflected a few blaster shots. A few of the droid infantry actually had the gall to shoot at the gunship. Evan noticed that the droids were aiming at the open doors of the troop compartment, and their accuracy was good.

A hunter-seeker droid barred the way, but the gunship took care of it with a pair of rockets. A Vulture droid strafed from the side to punish the gunship, the succession of hits causing the LAAT to lose altitude. Asani jumped from the gunship before it smashed into the ground.

* * *

The bio cannons ceased firing as the battle droids went further into the Republic base. EEK-176 and his troops were now marching into the base's collection of prefab shelters. Koffi Arana noticed EEK-176 and activated his lightsaber. Before the Jedi could charge in after the droid, he had to flip out of the way of incoming tank fire.

The firepower had come from OOM-9's armored assault tank. "Now, now. We shouldn't interrupt the Commander while he's working," OOM-9 smugly lectured Arana. The AAT fired its secondary laser cannons. Koffi Arana deflected the first of the laser bolts and then used the Force to run up the tank. Koffi's target was the mouthy command droid at the top of the tank. But instead of sitting there like a lump, the droid actually jumped off the top of the tank to meet him.

Midair, OOM-9 struck at the Jedi. Arana was barely able to bring his lightsaber up to block in time. Though he blocked OOM-9's strike, the force of the blow sent him tumbling down to the ground.

Koffi was quick to get back on his feet. He finally got a look at the weapons the command droid held, and why he was able to cross weapons with a lightsaber and survive. OOM-9 dual-wielded two ZK-II war-axes. The battle droids started rotating his wrists at high speed.

Axes spinning, OOM-9 slowly approached the Jedi. "What's wrong? They stop teaching dueling at the Temple? Were you expecting to deflect blaster bolts the entire war?"

Koffi raised his lightsaber. "I didn't realize they started programming battle droids to be an actual threat."

That comment set OOM-9 off, though he was in complete control, OOM-9 decided that a more belligerent stance was appropriate. He charged straight at the Jedi, Koffi was able to parry the first four swipes but had to dodge at the fifth and sixth. Arana tried to topple OOM-9 with a sweep kick but almost lost his leg to an axe in the process.

OOM-9 didn't fall over, but stumbled enough for Koffi to finish it with a Force push. The powerful gust sent OOM-9 back three meters. With OOM-9 out of the line of fire, the AAT attacked Arana again, forcing the Jedi to back off from the droid general.

Arana made a mad dash to the top of the tank, determined to destroy it from the inside out. As soon as Koffi made it to the open hatch a green grenade came up at him. The Jedi flipped, landing on the tip of the AAT's primary laser cannon. A pilot droid clutching a RD-4 radiation launcher came up from the hatch.

KJZ-8267 was the driver of OOM-9's tank. There were still two gunners in the tank, though that could change if the tank's occupants continued to exit the tank and fight the Jedi up close and personal.

Koffi balanced on the tip of the cannon, waiting for the pilot droid to make the first move. It wasn't KJZ-8267 who struck first. The tank's gunner fired the primary cannon, though Arana was able to leap off the cannon and came spiraling towards KJZ-8267.

The pilot droid brought up his radiation launcher to block, and Koffi landed on the long-barreled weapon with his two feet. For a quarter-second the Jedi stood perched on the launcher, until the pilot droid swung the gun and Arana found himself back on the ground again.

As soon as Arana hit the ground OOM-9 attacked from behind. The Jedi Master was still able to parry the droid's attacks and got out of his range again but not so far that the tank would fire at him. Koffi guessed that this particular command droid was expensive and the tank wouldn't risk destroying them both. KJZ-8267 had no such reservations and fired away with his radiation launcher. The toxic grenades wouldn't do much damage to OOM-9, though they certainly would end the Jedi's life.

EEK-176 caught wind of OOM-9's fight and turned to assist the droid general. Once he got into range, he wirelessly signaled OOM-9 and started firing. The Jedi was quick and ran. A clone personal walker got in the way as EEK-176 tried to gun down Arana. The lightly armored walker was shot to pieces in seconds. EEK-176 tried to track the Jedi, but he had disappeared.

"Keep going! Destroy the shield generator!" OOM-9 ordered his AAT. EEK-176 and KJZ-8267 stayed with OOM-9 as they searched for Arana.

* * *

The clone trooper Helmet had finally awoken from his unscheduled nap. The droids had gotten past his position and were wrecking havoc on the base. The battle was over, now it was just murder. Helmet blasted a few nearby super battle droids in the back and took off for the landing pad. He just hoped it wasn't crawling with droids yet.

A B2 battle droid and three aqua battle droids attacked Evan Asani. He managed to block enough of their shots to bring the B2 down, but the aqua droids were nearly upon him. They were all suddenly sliced in half by a flying blue lightsaber.

"Master Arana!"

"The battle is lost. We must retreat to the shuttle." The blue saber returned to Koffi as if were attached by an invisible string.

"What about the base? We can't abandon the troops," Asani had failed his soldiers in the space battle; he didn't want to lose the ground base as well.

"There is no one left to save. Our best hope is to regroup at our secondary base." Prompted by a pair of crab droids, the two Jedi took off at Force speed.

Koffi Arana and Evan Asani ran into Helmet as they made it to the Eta shuttle parked on a squat landing platform. No droids had taken it yet, though some B1s started to fire on the shuttle when they realized Jedi were trying to use it to escape. 3B3-2998 was one of the droids trying to stop the ship.

With lightning speed, Arana flipped switches to bring the shuttle's engine to life as destroyer droids rolled up and started hammering away at the hull with their blaster cannons. As soon as it was able, the shuttle lifted off, still drawing fire from the droids.

Arana had to pilot the craft past a few hunter-seeker droids but was able to get through without incident. It was the Vulture droids they had to worry about, but luckily the droid starfighters were still engaged with the few surviving V-19 Torrents that were left.

"Two Jedi and a clone escaped in a shuttle," 3B3-2998 updated OOM-9.

The shuttle cleared the immediate battle zone. No droid starfighters had followed. "Try to contact the other base," Arana ordered the clone.

"Yes sir," Helmet did as he was told. After several minutes of trying to reach their allies, the clone gave up.

"Sir, the base isn't responding. They must have gotten hit like we did."

"What are we going to do now?" Asani asked.

Koffi was silent. There were other ways to find out what was going on. He reached out through the Force, unable to detect any life where the secondary base was supposed to be. He did feel a disturbance in the Force, a feeling of desperation and fear. A battle was nearby, but not at their intended destination. Koffi Arana pointed the shuttle in the direction of the despair.

* * *

In a few more minutes the Eta shuttle came upon a battle. Clones and AT-TEs against battle droids and AATs. Koffi circled around and landed the shuttle on the Republic's side of the field. "Stay with the shuttle," Arana told Helmet. The two Jedi exited to assist the clones.

"Sirs, we're glad to see you," a clone captain greeted Koffi and Evan.

"What's the situation?" Arana asked.

"We fled from the base sir. We couldn't hold it and we couldn't get a message out to you. I'm sorry sir. These droids are just so powerful."

The mention of powerful droids brought Koffi's thoughts back to the droids he had fought earlier. Something was really wrong, battle droids had never been this much of a challenge before and there were still others he had yet to see?

An explosion rocked Arana from his thoughts. Thermal detonator battle droids were bombarding the area. The two Jedi and clone captain ran up to the front lines, just in time to see a trio of hailfire droids come rolling at up at them.

The three hailfire droids unleashed everything they had, spraying missiles everywhere, destroying all the AT-TEs. As soon as the hailfires hit empty, they went into reverse and rolled out to safety.

"Infantry, move up!" SSA-719 commanded from the top of a gray and blue AAT. "Form on Sergeant 3B3-888!"

3B3-888 was using the KnKr-1 doomseeker cannon, the clones he blasted popped like zits. The B1s, B2s, and crab droids followed in step with the B1 sergeant.

The two Jedi couldn't believe their eyes. The weapon one of the battle droids wielded was massive. There was no way they'd be able to block its shots. The other droids kept around the droid with the big gun, there was no way for the Jedi to get through or around.

SSA-719 looked through his electrobinoculars and spotted Arana and Asani. "Two Jedi at sector 32. Thermal detonator battle droids, bombard location."

The mortars rained down. The clone captain was obliterated, but the two Jedi were able to stay alive.

The other clones were nearly all killed. "Plasma battle droids," SSA-719 called on the gargantuan droids to fight the Jedi duo. Koffi and Evan were no longer up for a fight. They had turned and fled back to the shuttle, the plasma droids hot on their heels. Bright green lightning slapped at the muddy ground around them, but they managed to get inside the shuttle.

"Take off! Go!" Arana shouted at Helmet. The plasma droids zapped the shuttle as it took off. 3B3-888 aimed the doomseeker cannon as the shuttle flew overhead but couldn't track it fast enough. Rather than blindly fire, 3B3-888 lowered his weapon and let the shuttle go.

* * *

The _Eta_-class shuttle made it out to space, but the 8th Fleet was waiting and was blocking the way of the good hyperspace routes. Koffi opted to make a quick jump to the nearby planet of Dubrillion rather than risk running the blockade.

There wasn't time for OOM-9's army to dither about. They knew where the shuttle had fled. There was no time to chat and make nice with the local government. As soon as the clone remnants were killed off, OOM-9's troops packed up aboard the 8th Fleet and took off for Dubrillion.

Dr. Quartz was waiting for EEK-176 in the hanger bay. The Skakoan scientist was eager for feedback on his recent work. He couldn't be bothered to wait and watch the recording of the battle provided by the droids' connections to the CCC, which would have taken a few more minutes to process and upload. And Quartz would rather hear the droid's opinion first before watching the footage.

"So, how did my weapon perform?" the Skakoan wrung his hands in anticipation. He looked as if he was about to jump right out of his pressure suit.

"It exceeds expatiations," EEK-176 answered.


	25. Battle of Dubrillion

**Chapter 25: Battle of Dubrillion **

The _Eta_-class shuttle exited out of hyperspace. Koffi Arana and Evan Asani made it to Dubrillion safely but that wouldn't save them from the grip of the Separatists. Dubrillion, like Destrillion, was in Separatist space. Dubrillion hosted beautiful oceans and healthy green continents. But the usual beauty of the planet had been marred by the pestilence of the Grand Army of the Republic. The Republic had recently conquered the Confederate-aligned world but the Separatist Alliance was already in the midst of retaking the planet.

"Where are the assault ships?" Asani asked. The occupants of the newly arrived Eta shuttle had not yet realized that the Separatists had begun liberating the planet.

"Sir, we're being jammed," Helmet added.

Koffi Arana looked out the viewport, there seemed to be something off in the distance. Then their initial questions were suddenly answered. A _Recusant_-class light destroyer was slowly moving to intercept the Republic shuttle.

"We've got trouble," Arana hit the accelerator.

"Uh, General…what are you doing? We're heading straight for them," Helmet was confused as to why Arana was not steering the shuttle away from the deadly Separatist destroyer.

The Eta shuttle burst toward the Recusant light destroyer at top speed. Turbolaser blasts lashed out at the outmatched shuttle, but Koffi was able to fly threw without so much as a scratch.

"General?" Helmet's heart pounded within his chest. He still did not understand what Arana was trying to accomplish.

"The closer we get to it, the harder we are to hit," Koffi explained to the trooper.

"We're heading straight towards the planet!" Helmet stated the obvious.

"Of course."

"General, it is my recommendation that we turn around and retreat to Republic space. It appears that the Confederacy has taken the planet. What will we do once we get down there?"

"Other than the fact that if we turn around now we'll be blasted into oblivion," Koffi casually carried on the conversation while piloting through the storm of lasers, "there are still Republic troops fighting on the planet below."

"Yes, I can feel them too," Evan added.

The shuttle dove in close to the Commerce Guild destroyer, nearly colliding with the command bridge. The Eta shuttle ran the along the length of the ship and was able to pass without being destroyed. The Recusant tried to turn around to follow but the shuttle was long gone.

The Eta shuttle sliced through the wispy clouds of the upper atmosphere. Helmet tried hailing any Republic troops below, but was unable to get an answer. In lieu of more traditional communication, the two Jedi called on the Force to guide them towards where their allies were.

As usual, the Force provided them with the answer, and the _Eta_-class shuttle was approaching a large collection of islands in the Dubrillion Ocean. It was immediately apparent that there was trouble. Great plumes of smoke rose up from both the islands and the ocean. Huge swarms of Republic gunship fighters and Confederate Vulture droids chased each other around the midday sky. A few collections of Republic and Separatist aquatic vessels were attacking each other on the surface of the water.

A pair of Vulture droids turned to address the incoming Eta shuttle. A trio of gunship fighters cut across their flight path, destroying one droid starfighter and forcing the other to break away from its current course.

"Unidentified shuttle, please respond," a clone voice finally came through.

"This is Jedi Master Koffi Arana of the Destrillion occupational force. We are transmitting access codes now." A short moment passed. Koffi had to avoid another pair of attacking Vulture droids.

"Access codes verified," the voice came back. "How can we assist you, General?"

"I need to speak with your commanding officer immediately."

"Yes sir-" the voice cut out. Helmet and the two Jedi looked out the viewport to see that a gunship fighter had been hit and was going down, likely the starfighter that was carrying the pilot they had been talking to.

"We are sending you landing coordinates," another voice came through the comm. "We advise extreme caution when you begin your landing sequence."

"Understood," Arana turned the shuttle toward their assigned parking spot.

A full squadron of Scarab starfighters joined in the dogfight. In the initial pass, they were able to blast three gunship fighters. Leading the Scarab squadron was a purple _Ginivex_-class starfighter. The Ginivex fighter broke away from the pack and headed towards the _Eta_-class shuttle.

A flurry of laser bolts slammed against the shuttle. Koffi tried evasive maneuvers while staying their projected course. The Ginivex fighter passed over the shuttle and somersaulted back around for another pass.

This time the Ginivex got right behind the Eta shuttle and blasted the shuttle's engines. Arana had no hope of outmaneuvering the starfighter in the clunky shuttle. They took multiple direct hits.

"We're going down, brace for impact," Koffi Arana warned the others as if they needed to be told.

The shuttle hit the ground hard, but Arana was able to angle their crash so that they weren't just a smoking crater.

"Hurry, we've got to get out of here," Koffi was already undoing his safety straps the second the shuttle came to a halt. Asani and Helmet had a hard time keeping up with the Jedi Master, but did as they were told without question or complaint.

Suddenly, the shuttle violently rocked. Having undone his safety straps, Helmet fell to the floor. The two Jedi maintained their balance. "What was that?" Helmet was confused, "didn't we crash already?"

"That fighter's still shooting at the shuttle?" Evan Asani answered with a question.

"Which is why we need to get out of here," Koffi Arana quickly cut a hole out of the shuttle with his lightsaber. The trio ran out onto the grassy plain. Asani also activated his lightsaber, anticipating that more lasers would soon be coming their way.

The Ginivex was turning around for another pass at the Jedi when a group of four gunship fighters came at the purple craft from the side, forcing it to pull away and engage in the starfighter battle once again.

Helmet tried contacting the Republic forces again but Koffi Arana urged him forward, they could not afford to stay in one place for long.

As Arana had feared, the Separatists were organized. They seemed to be as effective as they had been on Destrillion. A PAC soon intercepted them on the grassy plain and deployed its compliment of one hundred and twelve B1 battle droids.

"This isn't good," Evan Asani moved his lightsaber up to block a series of rifle blasts. The two Jedi and their clone companion were oblivious as to how much worse the situation was about to become.

* * *

The 8th Fleet exited out of hyperspace in front of Dubrillion. They were unusually fast in chasing the shuttle. OOM-9 had decided to leave behind the _Saak'ak_ to pick up the rest of their forces on the surface of Destrillion and head after the shuttle immediately. The battle droid general did not want lose his prey.

Like the Eta shuttle before them, the 8th Fleet's collection of capital ships was met by a single Commerce Guild destroyer.

OOM-9 stood on the command bridge of the _Magna Musai_. The battle droid general was silent, awaiting the inevitable transmission from the allied Separatist ship.

A crude hologram of a familiar Separatist officer filled the viewscreen.

"Commander Vulpus. It is a privilege to see you again," OOM-9 wasn't sarcastic in the slightest. Vulpus was a model Confederate officer; he certainly put OOM-9's own organic officers to shame.

"I'm sorry but I do not have the time to exchange pleasantries, General. I'm in the middle of evicting the Republic from Dubrillion. My droids will provide you with locations where you can assist us," the transmission cut out. A crisp, clearer image of a command battle droid took Vulpus' place. Various sets of coordinates were uploaded to the CCCs of the 8th Fleet. It didn't seem like there would be much for OOM-9's army to do.

"Commander Vulpus is heading the liberation of Dubrillion," OOM-9 turned to the holographic image of OOM-8. "We must act quickly or there will be no clones left for us to kill."

OOM-9 was disappointed that he had not learned of Vulpus' strike to retake Dubrillion. OOM-9 was more than happy to assist the human commander; he just wanted to know what was going on. One arm of the Confederacy didn't seem to know what the other was doing.

OOM-9 attributed the Confederate military's inefficiency to the Supreme Commander of the Droid Armies, General Grievous. The cybernetic Kaleesh was more interested in fighting on the front lines rather than strategizing and leading. OOM-9 was also guilty of multi-tasking, but his connection to the network was much stronger than Grievous' and he could fight and lead effectively at the same time. OOM-9 pushed such depressing thoughts to the back of his mind, preferring to focus on the current fight at hand.

Drop ships, landing craft, core ships, and the 8th Fleets three _Munificent_-class star frigates descended down to the blue planet below. No opposition was forthcoming, a good sign that things were going well for the Confederacy but bad in the sense that OOM-9 and his troops might not get to fight.

* * *

It was a long and hard battle but Arana, Asani and Helmet fought their way to the Republic base.

"Where are your Jedi?" Arana asked the clone commander who greeted the tired trio.

"One's deceased, the other is under the ocean on a mission and is currently unavailable. You couldn't have come at a better time. We could certainly use some assistance." There was a large explosion in the background.

"Our arrival is less fortuitous than you think, Commander. We're all that's left of the Destrillion occupational forces."

"What?" the clone commander was taken off guard. "You're all that's left. We sent emergency transmissions to Destrillion asking for aid. We thought we were being jammed."

"There's no one there to answer." Another explosion, this one was even closer.

"This is bad," the clone commander fretted. "I'm not sure how much longer we can hold out without substantial reinforcements."

"We'll do everything we can to help you. But I suggest we retreat as soon as we are able."

"Yes," the commander agreed. "We would, though we have a slight problem. One of our Acclamator assault ships went down in the ocean. We have teams on a search and rescue mission. We can't leave without them."

"Agreed," Arana approved. "How can we help, Commander?"

"We have no aquatic vehicles to spare. But we do have a Delta-7 interceptor that no longer has a pilot."

"I'll take the fighter," Arana said.

"And we can always use another soldier and Jedi on the front line," the clone commander added.

"Just show us where to go," Asani gripped his deactivated lightsaber.

* * *

The _Magna Musai's_ core sphere landed softly in the ocean. Various aquatic craft dove straight into the salty waters. Separatist sub-carriers, manta droid subfighters, S-LFRGs, and aqua droids sank into the depths of the sea. Trade Federation patrol boats and _Ostracoda_-class gunboats protected a large convoy of S-TRNs and OTTs.

The S-TRNs were slightly larger than the land-bound MTTs. The OTTs were basically just a larger version of the S-TRN and easily three times their size.

The 8th Fleet's three Banking Clan frigates were nearby. OOM-9 and Zako led a swarm of Vulture and Scarab starfighters that tagged alongside the star frigates.

Commander Zako flew a gray and blue Scarab starfighter. OOM-9 piloted an advanced E-STAP droid starbomber, as he usually did. The command battle droid received an incoming message from Vulpus.

"They're trying to recover survivors of an Acclamator assault ship that sank in the ocean," Vulpus explained. "I currently cannot expend any aquatic troops in stopping them."

"Upload the coordinates to me. I will send troops to take care of it," OOM-9 promised.

"There is another problem," Vulpus continued. "Your movements have been discovered. A pair of Acclamator assault ships have broken off and are heading to intercept your forces. I'm leading a force of starfighters to assist you but you still need to send your attack groups to your originally assigned coordinates."

"I understand, Commander. We'll be ready for them."

The surface aquatic vehicles kept with the Banking Clan frigates and starfighters as they neared the collection of islands the Republic occupied.

* * *

Deep underwater, Republic forces searched for the downed Acclamator ship. A Quarren Jedi was leading them. He could sense there were still people alive inside the sunken cruiser.

"There," the Jedi used the Force to guide to search teams to the drowning ship.

"Initializing rescue procedure," a clone stated.

"Sir!" another clone stammered.

"What is it?" the Jedi asked.

"Incoming torpedoes. Five hundred meters and closing."

"Launch defensive countermeasures."

"Yes sir."

There was a massive detonation as the two sets of projectiles collided with one another. A giant mass of bubbles prevented either side from seeing the other.

"We got them!" 3B3-888 pumped his fist in victory. 3B3-888, like EEK-176 and SSA-719, were riding mini-subs that had deployed from one of the sub-carriers. The B-series battle droids could function underwater just fine but were lousy swimmers, hence their reliance on mini-subs to travel underwater quickly.

"Don't get overconfident, we have to scan the area for survivors first," EEK-176 lectured the bombastic B1 battle droid.

There was movement within the bubbles created by the large blast. "Someone's coming! Fire!" SSA-719 exclaimed. The Jedi and his clones were able to elegantly avoid the incoming blaster fire the droids provided.

"A Quarren Jedi!" EEK-176 was easily able to pick out the Force user due to the glowing yellow lightsaber he wielded.

"The Republic has specialized clone troopers and accompanying Jedi for every occasion!" SSA-719 complained as he continued attacking. The two groups broke ranks and starting chasing each other around.

EEK-176 tried blasting a SCUBA clone, but the Republic trooper kept dodging out of the way. "They're so maneuverable!"

The aqua droids proved to be a better match against the clone SCUBA troopers. The mini-subs and manta droids attacked the Republic submarines when they weren't harassed by the aquatic clone infantry.

SSA-719 and two clones chased each other around in circles, but no one was able to land a blow on the other.

3B3-888 fired at the Jedi, who deflected the blaster bolts with ease. The B1 battle droid rolled his mini-sub out of the way as the Jedi then tried to slash at him when he passed by.

The S-LFRGs were able to destroy the Republic submarines. The clone SCUBA troopers tried to retaliate but found that their weapons weren't powerful enough to penetrate the Separatist ships' armor.

EEK-176 was able to pull away from the battle and observe the Acclamator assault ship. The capital ship lay precariously on the edge of cliff. EEK-176 quickly formulated a plan and uploaded it to the other droids.

Several of the manta droids broke away from the main fight as the command droid had ordered. "Ready, all torpedoes away!" EEK-176 ordered. The manta droids exhausted their explosives, the torpedoes slammed into the rock right below the Acclamator.

The rock began to crumble and then the Acclamator fell off the ledge to the depths of the ocean deep below. Loud creaks and cracks indicated that the spaceship was crushed under the enormous pressure further below.

Only the Quarren Jedi and a few clones remained. The Jedi was able to slice a passing manta droid in two. The aqua droids were able to finish off the clones, but not before they suffered great losses.

A pair of S-LFRGs fired at the Jedi, drawing his attention. As soon as SSA-719 had the chance, he blasted the Jedi in the back.

* * *

TH-1066 sat in the command chair of the _Komusai_. So far the mission had been uneventful, but that was about to change. Only the _Komusai_ and _Executioner_ were positioned near each other, TH-1066 had a surprise for the Republic.

"Sir, two Acclamator assault ships are closing in on our location," a pilot droid said from his station.

"Activate the shield generators, but don't fire until I give the order," the tactical droid instructed.

"Roger roger."

In the waters below the star frigates, flotillas of CIS aquatic vehicles rushed towards masses of Republic water frigates. At the same time, the squadrons of CIS starfighters collided with V-19 Torrent fighters in the sky above.

OOM-9 noticed a Delta-7 interceptor among all the Torrent fighters. He dove his bomber right at the Jedi starfighter, but it rolled out of the way of his laser fire.

Vulpus and his Scarab squadron finally joined in on the party. The Republic was heavily outnumbered, but they refused to go down easily.

The Acclamators were getting closer. "Fire," TH-1066 commanded.

"Roger roger."

"Commencing flank attack," Sledge informed TH-1066. The _Enzack_ came in from the side, flanking the two Republic cruisers.

The two Acclamators ignored the star frigate coming from the side. The Republic cruisers kept plowing onward and looked like they were planning to blow right through the center of TH-1066's fleet, making Sledge's flank attack useless unless she planned on hitting her allies.

"All aquatic artillery, redirect your fire to the Acclamator ships!" Sledge ordered the aquatic ships below.

"New firing targets acknowledged." S-CRS and S-HCRS aquatic cruisers attacked the assigned Acclamator. Some CIS starfighters turned to attacking Republic aquatic frigates to pick up the slack from the CIS aquatic cruisers.

TH-1066 issued orders from the bridge, "all frigates, concentrate fire on that cruiser." The Munificent star frigates ignored the large battle on the water and opened fire on the Venator with their prow heavy turbolaser cannons.

The starfighters in the area kept at it, despite the dangerous lasers that were clogging the sky.

One of the Acclamators started to go down; when it hit the water it created an enormous tidal wave that the aquatic units from both factions had to ride.

The Delta-7 rode dangerous close to the wave, as if mocking OOM-9. The battle droid kept his E-STAP bomber close to the water as well.

Vulpus dove in to assist OOM-9 and soon Koffi Arana was being chased by two expert pilots. The Jedi flipped his ship and fled from the dogfighter, leading the advanced E-STAP and Ginivex fighter with him.

"Commander Zako, take charge of the air battle," OOM-9 said.

"Don't worry General. We can handle the clone pilots," Zako's Scarab shot down a Torrent fighter.

Arana's Delta-7, OOM-9's advanced E-STAP, and Vulpus' Ginivex continued straight towards the barren nothingness of the empty side of the ocean. The two CIS fighters occasionally fired at the Republic ship when they thought they had a shot, but the Jedi was able to avoid every blast.

Koffi Arana made a sharp turn and headed back toward the starfighter battle. OOM-9 and Vulpus followed suit and started to gain on the Jedi fighter.

Arana hit the decelerator and soon all three ships were flying next to each other. The three ships continuously rolling counterclockwise in a circle, steadily decreasing altitude until they were lapping at the ocean waves. The ships were dangerously close to each other, though in a smashing match the Delta-7 would lose to either the advanced E-STAP or the Ginivex.

The feat was most difficult for Vulpus, who had the longest fighter. But the human CIS officer was able to keep his ship from crashing into the ocean. He almost seemed to be showing off.

Arana was able to break the cycle of suspense when they plowed through the horde of dog-fighting starfighters. The three fighters broke off from their pseudo formation and couldn't find each other again.

The sole surviving Acclamator made it through the two Banking Clan frigates and was trying to turn around for another attack. The _Komusai_ and _Executioner_ were trying to do the same.

Sledge sent the _Kuzack_ right through the middle opening of the other two Munificent star frigates. The same way the Acclamator had gone, though the gap was much narrower now that the _Executioner_ and _Komusai_ were trying to turn around.

"Captain Sledge, you must deviate from your present course," TH-1066 warned.

"I can fit through," Sledge sounded as if she was trying to convince herself. Warning sirens blared on all three _Munificent_-class frigates but Sledge was able to squeeze through and continue blasting at the Acclamator in the process.

The Acclamator soaked up a few more Prow turbolaser hits but went down before it could fully turn around and properly address the _Kuzack_. There was another devastating tidal wave the water vehicles had to ride.

The two Acclamators were swallowed up by the ocean. The sky was nearly free of V-19 Torrent fighters. That left the CIS with only the battered remnants of the Republic aquatic fleet to fire at. Koffi Arana turned his fighter around and headed back toward the Republic-held islands. Luckily he would not have to travel far but that meant the CIS group that had just bested him would also close in fast.

* * *

Trade Federation drop ships and landing craft tried to touch down on the Republic's main island. They had skipped over the smaller island entirely, planning to take them later. Numerous Republic anti-air tanks sent the air transports packing. "Pull the transports back, the anti-air fire is too heavy," Z23-Y75 ordered. The command droid was flying a shielded E-STAP himself.

LAAT gunships lifted off from the base and tried to give chase but the CIS fighters sent them howling back to their territory.

"Send in the aquatic transports, we'll have to try an amphibious assault," Z23-Y75 stated. S-TRNs and OTTs started their approach to the beach. The brown colored transports let loose NR-N99 tank droids, PACs, STAPs, speeder platforms, and ASTs.

On one of the gray and blue ASTs was KJZ-8267. He and his AST wing-mates sped forward at top speed, avoiding fire from EWHB-12 repeaters stationed on the beach. Though the faster repulsorcraft passed up the gun emplacements entirely the NR-N99 tank droids ran them over.

KJZ-8267 weaved in and out from the fire from the AT-TEs, occasionally taking pot shots at clone infantry. The pilot droid eventually found his target, a Republic anti-air tank. As he passed by KJZ-8267 slapped a TB-47 time bomb on the side of the tank. Four seconds later, the anti-air tank blew up. KJZ-8267 repeated the process two more times, after that point he ran out of time bombs.

Other AST groups had performed the same procedure and the Republic had run out of anti-air tanks within minutes. The NR-N99 tank droids played a crucial role in occupying most of the AT-TEs and were suffering heavy casualties.

The CIS air transports had turned back around and were landing heavy vehicles and infantry formations all over the island. Homing spider droids, dwarf spider droids, hailfire droids, AATs, GATs, and HAGs picked up where the NR-N99 tank droids had left off.

* * *

The sight Koffi Arana returned to was not a pleasant one. The Republic was being demolished. The clones were being assaulted from all fronts.

Z23-Y75 turned his bomber towards the newly arrived Delta-7 intercept and fired. The Jedi craft was able to evade but the command droid still followed.

OOM-9 and the other forces caught up to Arana and joined in on the attack on the Republic base.

Turbolaser fire from the Munificent frigates rained down on the deepest portions of the Republic base.

Scores of E-STAP bombers decimated the ranks of clone infantry as hordes of battle droids raced ahead trying to get a piece of the action.

OOM-9's advanced E-STAP dropped a plasma bomb right on top of a RTT, destroying the transport in a single blow. Zako followed up by blasting some nearby clone infantry.

Vulpus took to joining Z23-Y75 on firing at the Delta-7 interceptor, this time landing a critical strike on the sleek fighter.

Arana used the Force and blew off the cockpit. The Jedi then jumped down to the island below, using the Force to guide his fall. Koffi landed on top of an AT-TE but had to jump off of it was well as the walker was quickly cut apart by a trio of homing spider droids.

A 74-Z speeder bike pulled alongside Arana. Helmet was riding it. "General, it's time to go, again."

"So it is," the Jedi took a seat behind the clone.

"General Asani is preparing a shuttle for takeoff."

"Not our old one I hope."

"Of course not."

The fleeing speeder caught the attention of KJZ-8267 who followed as fast as his AST would allow. KJZ-8267's wingmen fired and missed, alerting Arana to their presence.

KJZ-8267 fired, but his shots were deflected by Arana's lightsaber. Helmet couldn't maneuver the bike much; the Jedi swinging a lightsaber right behind him threw off his concentration and the speeder's balance.

The 74-Z speeder bike was able to make it to the waiting _Nu_-class shuttle but the ASTs were still in pursuit. Helmet pulled alongside the shuttle and ran for the ramp. Arana stayed and blocked incoming blaster fire. The ASTs broke off early, not wanting to get within range of the Jedi's lightsaber or Force powers.

KJZ-8267's ASTs turned in a wide arc and started blasting the shuttle. If they could take out their escape vehicle, they could just wait it out for heavier firepower to finish the Jedi.

"Get us out of here," Koffi ran up the ramp when he realized the droids were no longer going to challenge him directly.

"We're going. We're going," Asani lifted to shuttle off the ground before the ramp was even retracted. Koffi took the controls, the lesser-experienced Jedi did not protest.

Koffi Arana felt no shame in running away. This had ceased being a battle; it was a massacre. Arana had no idea what the actual numbers were, but it looked as if the clones were outnumbered one thousand to one. Miraculously, their Nu shuttle escaped. They had to get out alive; someone had to warn the Republic of what had transpired.

* * *

**Author's Note:** The planet Dubrillion first appeared in the novel _Star Wars: Vector Prime_, though I am more familiar with it from the video game Star Wars: Rogue Squadron III: Rebel Strike.

Commander Vulpus is back, flying his purple _Ginivex_-class starfighter. The fact that he utilizes such a craft leads me to believe that Vulpus is a skilled fighter pilot.

The S-LFRG first appeared in the computer game Star Wars: Galactic Battlegrounds.


	26. Battle of Krona

**Chapter 26: Battle of Krona**

Krona was a sad little planet in the Krona system. It possessed a single, pathetic little moon, Koro. The Krona system was the closest inhabited system to the Zalost system, so OOM-9 and his subordinates were quite familiar with the planet. Its population of four billion (mostly human) inhabitants was extraordinarily poor, or they used to be. A mining operation discovered stygium crystals completely by chance.

Stygium crystals could be used to cloak vehicles or other objects. To find a fresh source would greatly aide the Confederate war effort. However, the population of Krona had been loud and boisterous about the find, and Galactic Republic soon learned of it and invaded the suddenly strategically important planet.

The Krona system had never been a member of the Galactic Republic. It was far away and poor, and looked to be a burden rather than a source of tax revenue. Attacking a system that had never succeeded in the first place was disgustingly offensive, though the value of the stygium crystals allowed war-mongering Republic senators to throw all moral arguments about the questionable invasion out the airlock.

It was only through sheer luck that the 8th Fleet had been in the Zalost system for repairs and reinforcements when the invasion started. Thus, OOM-9's forces were able to answer the Krona system's call for help within hours.

* * *

"I don't get it," Commander Zako paced about the bridge of the _Magna Musai_. "I thought stygium crystals were only on Aeten II and Maramere."

"What's not to get, Commander?" General OOM-9 asked. "It is a simple concept to understand. A new supply has been discovered."

"I don't understand how they weren't discovered until now," Karl Zako continued to pace about. "The timing of this entire thing is very suspicious. Why is it the crystals were found once the war started, and not before? If we had access to them sooner we could have wiped the Republic out from the very beginning."

"There is no vast conspiracy, Commander. It is simply bad luck and timing."

"There seems to be a lot of bad luck going around these days."

OOM-9 understood Zako's anxiety. This was the closest the war had come to his home system.

Captain SSA-719 and Dr. Gatling Quartz heard the last of the conversation as they strode onto the bridge.

"Bad luck?" the Skakoan was perplexed. "This is a most fortuitous opportunity. The stygium crystals are precisely what I need to finish my ultimate project. And the upcoming battle can test out my latest weapon."

SSA-719 held up the lightsaber-length weapon for all to see. Though similar in length, it was nothing like a lightsaber.

"The RW-B power war-hammer," Dr. Quartz proudly stated. "It is based off the old power hammers originally used for mining. Turning one of the grips on the handle will charge the repulsor generator in the head of the hammer for a mighty blow, turning even the most physically weak wielder into a melee powerhouse. It is made of phrik so you can combat Jedi with it. An individual could even bash in enemy vehicles if one were so inclined. I am a genius."

OOM-9 let the Skakoan's pride slide. The battle droid general was well aware that the Skakoan scientist was getting help from his old contacts in the Techno Union to help him complete his projects. So long as the work was complete, OOM-9 didn't care if Dr. Gatling Quartz took all the credit or not.

"SSA-719, it is your turn to try one of Quartz's new weapons first."

"Yes, General," the security battle droid nodded.

"Have fun."

"Roger roger." The fact that KJZ-8267 hadn't yet gotten to try a new weapon first didn't bother OOM-9 or SSA-719. The pilot battle droid was content to let others try new things first in case they ended up not working as intended, or not working at all. An understandable stance, if somewhat overcautious, as Quartz's weapons had yet to fail OOM-9 and his subordinates.

* * *

The 8th Fleet exited out of hyperspace in front of Krona. There were three Republic Dreadnaughts off in the distance. Dreadnaught cruisers were old ships, but the 8th Fleet took them seriously nonetheless. Just because something was old didn't mean it wasn't deadly, something OOM-9 and his droid subordinates knew, considering how old they and their ships were.

Both sides were conservative in the battle. Once the Dreadnaughts entered formation, they made no move to advance. The 8th Fleet did the same. Neither side tried launching fighters or bombers of any kind. They only bombarded each other with turbolasers from a far distance.

After forty-five seconds of battle, the Dreadnaughts broke away and retreated. The Republic cruisers did not enter hyperspace; instead they fled to the opposite side of the planet.

"They retreated faster than anticipated," OOM-8 stated.

"Shall we pursue?" a hologram of TH-1066 asked.

"No. Our objective is the stygium crystals." OOM-9 clicked his metal fingers together in contemplation. "Set up a defensive blockade. The capture of the mining facility is our primary objective."

"Sir, we're receiving a transmission from Senator Zok Zuuk," a pilot droid interrupted.

"Put him though," General OOM-9 nodded. OOM-9 wirelessly input the order for the 8th Fleet to deploy their drop ships and landing craft down to the planet. The battle would have to start without OOM-9 directly participating for the time being.

An image of a Neimoidian filled the viewscreen. Zok Zuuk was a native of the planet Zakkudos of the Zalost system. It was clear from his wardrobe that the Neimoidian had not completely abandoned his heritage. Zuuk's clothes were a hybrid of Zalost and Neimoidia culture. He wore gray Neimoidian robes but also had a black tie around his neck, a practice associated with the humans of the Zalost system. The most noticeable feature was a tall, black top hat on his bald head. Top hats were common in the Zalost system, though Zuuk's was much taller than the standard ones worn by humans. His tall top hat closely resembled the elongated miters worn by high-ranking Neimoidians.

"Senator Zuuk, how can I assist you?"

"General OOM-9, it is a pleasure to see you. I only wish it were under better circumstances. The Zalost system stands ready to provide humanitarian aide to Krona once the Republic has been defeated. But your primary objective must be the recapture of the mines. Protect the mines, and I can assure you that you will receive the bulk of the crystals for your army."

"That is quite a bold promise, Senator."

"I did not obtain my position by being meek, General."

"Of course. You will be notified once the battle has been concluded."

"I will expect to hear news of your victory shortly." The image of the Neimoidian faded and was gone.

The Zalost system had originally joined the Galactic Republic through the Trade Federation. Before the war had broken out, Senator Lott Dod had represented the Zalost system, as well as the Trade Federation's other members, in the Galactic Senate. But the Zalost system had formally seceded at the start of the war, and Zok Zuuk had been elected to represent the Zalost system in the Separatist Senate since Lott Dod was still technically a member of the Galactic Republic. If anything, the change had been beneficial, as the Zalost system had gained a senator of their very own, rather than one that represented a large swath of territories. It also helped to have the senator being born and raised in the system.

* * *

It was night on the side of the planet where the battle droid army was landing. Republic troops made no move to attack the newly arrived droid army. In fact, they seemed to be missing. There was plenty of forest and foliage in the area for the clone troops to hide.

Senior Commander EEK-176 changed the droid army's dynamic. They were now slower to deploy ground troops and more cautious, using aircraft to scout ahead. The droid army knew where it was going, the mines. But they still didn't know where the GAR was.

The CCC informed OOM-9 and EEK-176 that an E-STAP bomber squadron had discovered the main Republic military base. Unfortunately, the bombers had been driven off by strong anti-air defenses. For once the Republic had been clever, they put their base close enough to easily send reinforcements to the mining facility, but not close enough where the droid army could be considered to be attacking a single entity.

"Shall we strike at the base first?" EEK-176 transmitted the question to OOM-9, who was still up with the 8th Fleet in orbit around the planet.

"Negative. Attack the mine first. We must prevent the Republic from getting any of the stygium crystals offworld."

"Roger roger."

The Republic ground forces were not shy about advertising their location when it came to defending the entrances to the mining complex. The three forward Separatist strike teams had landed at their assigned locations and were eliminating enemy ground forces.

Under the cover of night, dwarf spider droids methodically assassinated clone troopers rushing to man their EWHB-12 repeaters. The glowing red eyes of the spider droids made them appear as monsters in the dead of night.

AT-RTs' floodlights illuminated the otherwise dark battlefield. The recon walkers were challenged by armored scout tanks. Katen drove an AAT, bringing up the rear of the initial strike team. Still recovering from being shot on Destrillion, she had insisted that she fight after being left out of the excitement on Dubrillion. Out of a compromise with OOM-9, Katen was allowed to participate as long as she stayed within the confines of an armored vehicle. The destructive capabilities of a tank sated Ashley's thirst for violence. Katen's tank gunner blasted an AT-RT to smithereens.

The dwarf spider droids had effortlessly destroyed the repeaters and then turned to help the armored scout tanks finish off the rest of the AT-RTs. The skirmish would have been a flawless Separatist victory had the clone infantry not been able to retreat into the mines.

Once the battle went quiet Katen sent the signal for SSA-719 to lead his troops down toward the mining tunnels below. EEK-176 stayed and commanded the larger vehicles in case an attack came from the distant Republic military base.

SSA-719 activated the floodlight perched atop his head and his B1 droid troops did the same. The battle droids' optical sensors were so cheap they didn't even have a night vision mode, forcing the droids to rely on the large flashlights. Before they went underground SSA-719 noticed a figure run inside a parked mining vehicle. SSA-719 went over and knocked on the door of the treaded vehicle. Other battle droids took up positions around the vehicle.

"I don't think what you're looking for is here," a miner calmly responded from inside the vehicle.

"Open up and submit to inspect or face the consequences." SSA-719 was about to test the RW-B power war-hammer.

"All right, I don't want any trouble." The miner vacated the vehicle. The security droid would have to wait to test the power hammer.

"Why have you not evacuated?" SSA-719 asked as two B1 battle droids checked the miner for weapons. They couldn't be too careful; the human could be a Republic agent in disguise.

"The clone troopers won't let us leave. They need us to dig up the crystals for them," the bearded man answered. "We would have left, but we had no choice. We're just miners, we can't fight."

Without warning, a blue blaster bolt cooked the ground nearby. A clone scout walker was trampled out from where it was hiding in a large group of bushes. SSA-719 and his battle droids fled the immediate vicinity of the mining vehicle and then the captain ordered the annoying Republic walker destroyed. Katen's AAT complied with the request and obliterated the walker, resulting in an intense fireball that lit up the darkness of the night. With the clone scout walker destroyed, SSA-719's battalion orderly marched towards the entrance to the underground labyrinth. The miner had been forgotten. SSA-719 updated the situation to EEK-176. "The miners are operating under the supervision of the Republic. We must make sure to check our targets in battle." The battle droids then finally began their march into the main entrance of the mine.

* * *

KJZ-8267's armored scout tank group reached their destination, a small hidden entrance to the mining tunnels below. Only four clone troopers guarded the entrance and were quickly killed by the scout tanks.

"Their officers are fools if they think four clone troopers can accomplish anything," KJZ-8267 dismounted from his scout tank. The accompanying PACs deployed their B1 battle droids and KJZ-8267 led the horde into the tunnels. Countless floodlights illumined the tunnel ahead, revealing no further Republic resistance for the time being.

* * *

Z23-Y75 and 3B3-888's strike force attacked the last, but not so secret entrance to the mines. Mortars from thermal detonator battle droids felled the few clone personal walkers that were guarding the area.

"C'mon, show some enthusiasm in your work," 3B3-888 hovered above the droid troops in a red STAP. "Let them know you enjoy slaughtering them," the B1 raised a vindictive fist in the air, yet was able to maintain the STAP's balance perfectly.

Two clones ran for a pair of parked 74-Z speeder bikes but were shot by super battle droids before they could even start up the bikes.

Z23-Y75 was at the top of an AAT, showering explosive death at the clone troopers below with an E-8 heavy projectile launcher. He fired the weapon just behind a group of clones, the blast knocking them all forward. They white-armored soldiers were then shot by battle droids as they tried to get back up.

3B3-888 dismounted his STAP and slapped his floodlight onto his metal skull. The B1 sergeant led the troops down toward the third entrance to the mines while Commander Z23-Y75 and the some of the others stayed guard on the surface.

A blue blaster bolt whizzed by 3B3-888's thin neck just as he was walking into the mine. One of the advantages of being an old B1 battle droid was that they were incredibly difficult targets to hit due to their skinny bodies. The battle droid's floodlight shown bright on the white armor of a clone trooper. 3B3-888 did not miss his shot.

* * *

The three separate entrances all led to the same place, an underground administration and processing center that the minerals passed through before being shipped topside.

The three separate droids teams attacked from different entrances almost simultaneously. The clone troopers were severely outnumbered and didn't make use of their miner hostages.

"Forward! Keep them bottled up in the tunnels!" a clone commander roared.

The clones failed miserably in stopping the Separatist advance. The B1s were fast enough to get through the entrances and find cover. The dwarf spider droids that came up from behind the B1s couldn't be stopped at all.

KJZ-8267 vaulted over a cargo crate and landed next to SSA-719.

"There is a 92.8 percent probability that these crates are filled with stygium crystals," the pilot droid stated before opening up with his E-5 blaster rifle.

"The Republic may have not even gotten any of the crystals offworld yet."

"Man down!" a clone tried to pull his injured comrade to safety. SSA-719 saw his chance to attack. The security droid dashed from out of cover and sprinted towards the clone. The clone let go of his incapacitated teammate and tried to bring his blaster to bear on the battle droid. SSA-719 swung the hammer downward, hitting the clone in the arms. The clone's forearms bent backwards at the elbows. Bloody bones stuck out from the white armor. The clone cried out in pain while SSA-719 swung the hammer again, this time from the left, sending the clone trooper flying into a cluster of his white-armored associates.

The injured clone tried to move, to grab a fallen DC-15S blaster despite the fact that he no longer had the use of his hands. SSA-719 went over and brought the hammer down right on his head. There was nothing left but a red smear and a few bone and armor fragments when SSA-719 pulled the war-hammer away.

"That is that?"

"A hammer?" The clone troopers were dumbfounded as to the nature of the weapon SSA-719 was carrying. The clones had never seen a battle droid use such a weapon before.

With the clones' momentarily enamored with the war-hammer, 3B3-888 shot them full of holes with his E-5 blaster rifle. A separate squad of clones tried to kill the B1 sergeant, but 3B3-888 was able to toss a V-1 thermal detonator their way. The blast killed most of the clones and 3B3-888 shot the ones who tried to get back up.

Looking out of place in his crisp officer's uniform, Commander Zako confidently stroke out onto the underground battlefield. Flanked by the super battle droids 8EX and 5TE, the human seemed unconcerned about his own safety as blue and red blaster bolts continued to fly through the stale air.

A clone trooper managed to disable a group of B1s and B2s with an EMP grenade. More droids simply marched up to replace those that had been disabled.

The dwarf spider droid DSD-08 charged up his cannon for a powerful blast, and blew the clone commander to bloody smithereens.

KJZ-8267 and a B1 tried leaving cover, but the B1 battle droid was immediately shot, and the pilot droid sank back down behind some cargo crates.

"Where's the commander?" a clone was heard shouting.

"They've got too many spiders!"

"Fall back! Fall back!"

DSD-08 shot the clone captain trying to control the retreat.

"I see you have a knack for killing officers tonight," SSA-719 hefted the hammer over his shoulder. DSD-08 beeped in agreement.

"I love shooting, I love killing things," 3B3-888 stated in a mock musical tone, as if starting to sing a song.

"Squad leaders, keep moving to the lower levels. I want these mines secured as quickly as possible. No clone survivors," Commander Zako ordered. The human did an about-face to address the OX9 worker droid waiting patiently behind him. "Tell the workers to begin collecting the fallen battle droids first. We still need to verify the contents of the cargo crates." The OX9 warbled an acknowledgement of Zako's orders.

The miners were escorted to Zako by a few super battle droids. "Can we go home now?" one of them pleaded.

Below the processing level were several different tunnel paths and the droid troops split up their forces again. They divided their firepower for the sake of speed, intent on retaking the mines as quickly as possible.

* * *

SSA-719 and his squad immediately took off down one of the tunnels leading to the lower levels. The security droid captain found the hammer to be quite interesting and wanting to try it out on more clones as soon as possible.

Further use of the hammer was proving to be troublesome, as the clones kept running away further into the depths of the mine. The battle droids in SSA-719's squad equipped with blasters at least had a chance of hitting the retreating Republic troopers.

SSA-719 was starting to get frustrated though he didn't show it. Finally, a foolish clone stopped to fire on SSA-719 from a distance, the security battle droid threw the hammer. SSA-719 was able to put a spin on it, and the hammer cut through the air and caught the clone in the torso. SSA-719 retrieved the hammer and checked to see if the blow had killed the clone trooper. SSA-719 was no medical droid but he knew when an enemy was dead, and this clone certainly was. The B1s stopped and watched their captain.

"I didn't even throw it that hard. Their armor is as flimsy as their internal organs," SSA-719 twirled the hammer about.

* * *

DSD-08 and 3B3-888 marched through their own tunnel. DSD-08 went first, with 3B3-888 right behind. The spider droid was able to absorb anything the clones could hit him with and gave more than he got. Dwarf spider droids were also known as burrowing spider droids, for before the clone wars; they were often used by the Commerce Guild to infiltrate underground mines to track down mining clients that didn't pay their dues.

DSD-08 set a slow pace, giving the clones plenty of time to prepare. However, the cloned soldiers did not make good use of the extra time given to them and lacked any creativity in dealing with their opponents. The clone troopers were all slaughtered when the dwarf spider droid reached them.

* * *

KJZ-8267 and GD-79 had taken a third tunnel. KJZ-8267 and the other battle droids in his squad were having a tough time keeping at GD-79's pace. The grapple battle droid stormed through the tunnel. These were ideal conditions in which the large droid fought. The path ahead of them was increasingly narrow and cramped. The clones that opposed them had no cover or space to get out of the grapple droid's way. The clones couldn't even retreat; GD-79 was faster than they were.

KJZ-8267 was only able to hit a few fleeing clones before GD-79 was able to grab hold of them and crush their bodies to a bloody pulp.

GD-79's murderous rampage was only momentarily halted when he rounded a turn and was jumped by three clones at once. The Republic soldiers tried to bring the droid to the ground with their combined weight but GD-79 barely expended any effort at all throwing them all off. The grapple droid then grabbed two of them with his powerful hands and smashed their heads together.

The third had been knocked back toward KJZ-8267. The pilot droid knocked the clone back away but the white-armored trooper was able to catch his fall and came back at the pilot droid, confident he stood a better chance against the pilot droid than against the large grapple droid. KJZ-8267 proved the clone wrong with a punishing uppercut, before delivering a finishing blow to the neck once the clone was down.

* * *

Commander Zako stayed on the higher level. The human officer was tasked with overseeing the resurrection of the mining operation. OOM-9 wanted the crystals loaded up to the 8th Fleet as soon as possible.

Once the crates containing the crystals were inspected, they were carried by OX9 worker droids to the surface, where they were then loaded onto Class Type B escort shuttles and shipped up to the _Scrapyard_ and _Magna Musai_.

The mission was not running as smoothly as the Separatists first thought. From one of the lower tunnels a squad of clone troopers made their way through to the processing level. The worker droids scattered as the clones fought with the battle droid guards.

Commander Zako had found the map of the mine and uploaded it to the control computer, which then sent the information to the battle droids. The new sounds of battle prompted Zako to look up from the terminal he was at. He did not like what he saw. The clone troopers were actually winning. "8EX, 5TE. Deal with those clones."

"Yes sir," 8EX responded.

The two B2s slowly marched into the firefight, not bothering to take cover. Their wrist blasters caught two clones, but the others changed positions or took cover behind the various crates laying about the area.

5TE fired a wrist rocket. A clone responded with a thermal detonator that burst open a crate and spilled its crystal contents.

"Watch it you idiots!" Zako looked up from the terminal at the fighting clones and droids. If anyone heard the commander over the sounds of the battle, no one had shown any signs of acknowledgement. Red and blue blaster bolts continued to fly past each other. 8EX and 5TE kept the droid defenders on a steady march that closed the gap with the clone troopers. There was finally a steady rhythm of clone death cries.

An OX9 worker droid walked up to the commander and beeped at him. The worker droids would not resume their task until the fight had concluded. "Alright, if you want something done right," he unhooked his E-5 blaster rifle, "you have to do it yourself."

As soon as Commander Zako was about to join the fight the clones had finally been wiped out. "Of course," the officer grumbled as he lowered his firearm.

An unarmed clone trooper ran from a lower tunnel and ended up right in front of Commander Zako. The clone had no gun, but threw an EMP grenade at the Separatist officer. The device went off, giving Zako a mild shock.

"Do I look like a droid to you?" Zako asked before he shot the clone in the chest with his E-5 blaster rifle. "Idiot."

"What was that guy's story?" 5TE asked. A solitary clone equipped with nothing more than an EMP grenade stumbling straight into a nest of Separatists was certainly an odd spectacle, though 5TE was unlikely to ever get an answer to his question.

* * *

The CCC had updated OOM-9 that the local military stationed on Krona was engaged with a large force of clone troopers and needed assistance. "Set new coordinates, we must assist them. EEK-176, you may begin your attack on the Republic base."

"Roger roger," EEK-176 had also been updated by the CCC as to why OOM-9's forces were deviating from the present course. Commander EEK-176 agreed that the locals shouldn't be left to their doom, not if OOM-9 could help prevent it. OOM-9 wanted more troops stationed at the mine, but Commander Zako assured the general that they were doing fine. And killing the clones around the planet now would prevent them from trying to get to the mine back later.

* * *

The three Republic Dreadnaughts that the 8th Fleet had chased away had finally returned, this time accompanied by a Venator star destroyer, two Acclamator assault ships, and four _Arquiten_s-class light cruisers that had been on the other side of the planet.

"Ooooo, they want to fight for real this time," Sledge crossed one leg over the other as she sat in the _Kuzack_'s command chair.

Commander OOM-8 had taken an advanced E-STAP droid starbomber and led the starfighter horde personally. "Captain Sledge, I trust you can handle overseeing the operation?"

"Of course, OOM-8. Have fun with your starfighter battle."

"I will," OOM-8 and his combination of Vulture droids and Scarabs faced down the opposing horde of V-19 Torrents and gunship fighters that were led by a single Delta-7 interceptor.

The two starfighter groups smashed into each other, leading to a mad scramble to try and avoid colliding with one another. A few seconds after the starfighters had abandoned their formations the deadly capital ships started to attack one another. The two fleets were on a collision course with each other like their fighters were before them.

Once again at the last moment, the two fleets started to break up to avoid ramming into one another. The quad lasers on the outer rings of the Lucrehulk ships were in an especially good position for hitting the enemy ships as they went past.

All the while the starfighters chased each other through the hailstorm of turbolaser fire. OOM-8 was able to shoot down two gunship fighters and one V-19 Torrent before he was able to pick out the Delta-7 interceptor and lock on. The command droid had assumed that a Jedi was a craft's controls. His assumption proved to be correct as the Delta-7 was able to expertly maneuver through OOM-8's laser fire while also evading attack from a Scarab coming in from another angle.

The Republic's lone Venator star destroyer had been cornered by the _Scrapyard_ and _Magna Musai_. The three ships were in a race to see whose turbolasers would strip the other of their shields first. The 8th Fleet's ships won.

The Delta-7 interceptor took off for the Venator star destroyer. OOM-8 followed, not sure what the Jedi pilot was up to. The Jedi interceptor came up from behind the cruiser's massive engines and flew in-between the two twin bridges, OOM-8 kept his bomber close, releasing a Void-7 seismic charge as he flew his bomber through the bridges. A second later a blue shockwave erupted that sliced the two bridges clear off the Venator. The Venator spun out of control, smashing into one of the Acclamator assault ships, causing both to explode in a ball of fire. The Delta-7 flipped around and OOM-8 chased it back through the scattered fleets again. Whatever the Delta-7's original plan was, it seemed to have abandoned it.

The Republic fighters tried to shift the fight to the CIS capital ships. The Separatist Scarabs and Vultures followed. The plan had no real result as the weapons on the small fighters had no effects on the capital ships' powerful shields. Ultimately, the only thing the Republic had accomplished was allowing the CIS cruisers to better fire at the gunship fighters and V-19 Torrents with their anti-starfighter cannons.

Melissa Sledge had picked out a Republic Dreadnaught for infiltration and sent the 8th Fleet's Droch boarding ships and Sheathipede shuttles against it. That is where the Delta-7 led OOM-8.

The Jedi starfighter landed in the Dreadnaught's hangar bay, and OOM-8 followed it in. Marine battle droids from a Sheathipede shuttle were already fighting the ship's clone security. The command droid KLO-657 was personally leading the Confederate attack.

As if the Delta-7 were a spring-loaded trap, the Jedi catapulted out of the parked crafted the moment the pilot's hatch opened up. The Jedi hit the deck at a roll, slicing down a pair of marine droids from behind. KLO-657 turned to face the newcomer, a female Balosar with a blue lightsaber.

OOM-8 exited from his bomber, SE-14 pistol at the ready. The droid commander also had a set of four thermal detonators on him.

KLO-657 introduced the Balosar to the business end of his E-5 flamethrower. The flames lashed at the Jedi, eager to consume a new victim. The Balosar Jedi was able to flip out of the way and avoid becoming incinerated, though her outer cloak had caught fire. She discarded her flaming cloak and threw her lightsaber towards the command droid. KLO-657 hit the deck, the blue blade passing over him.

With the Jedi temporarily unarmed, OOM-8 fired several rounds of searing red death towards her. Somehow, the Jedi saw the sneak attack coming and did her best to avoid the blasts.

Just as her lightsaber had returned to her grip, OOM-8 managed to score a hit on the Jedi's wrist. She dropped her lightsaber out of pain and surprise.

KLO-657 was back on his feet and came charging in with his E-5 flamethrower again. The Jedi's reaction was slower this time, and KLO-657 was able to catch her in a full blast this time. Horrid screams of pain and anguish erupted in the hangar as the Jedi stumbled around and collapsed, reduced to a pile of burning skin and rags.

There were still the clones to deal with. OOM-8 tossed a thermal detonator, catching a pair of clones rushing towards him. "Pick up the pace. It'll take a full cycle to take the ship at the rate we're going. We're not even past the hangar yet."

It was not difficult to take the ship. The Droch boarding ships had deposited super battle droids and BX droid commandos everywhere. Dreadnaughts were old, and thus the CIS had access to the schematics of the cruiser. The battle droids knew precisely where to go in order to cripple and take over the capital ship.

* * *

There was an unpleasant development on the surface above the mining complex. "Commander, enemy convoy approaching from the east," a B2 informed Z23-Y75.

"The base is to the northwest. They spent this entire time going around for a sneak attack? Move all units to intercept. We cannot allow them to get near the mines." The dwarf spider droids and crab droids began their slow march towards the enemy, the other battle droid infantry following their lead.

A pair of TX-130 _Saber_-class fighter tanks were the first enemies encountered. The two tanks had the annoying habit of weaving back and forth, dodging blaster fire from the spider and crab droids.

One of the TX-130 tanks exploded from out of nowhere. A moment later, the second tank fired not at the battle droids but at Katen's AAT that had approached from the side.

With the fighter tank no longer paying attention to the spider droids, they were able to help the armored assault tank finish off the IFT-X with little problem.

But a bigger challenge came plodding ahead. An AT-TE flanked by two AT-OTs. Several squads of clone infantry started to spill from the trio of armored walkers. Katen had to pull her tank back, as it was a large and easy target for the AT-TE.

B1 battle droids, B2 super battle droids, crab droids, and dwarf spider droids engaged the clone troopers as thermal detonator battle droids bombarded the walkers.

Z23-Y75 fired an E-8 heavy projectile launcher at the clone troopers. He couldn't tell through the explosion how many clones he had killed, or if any had been killed at all. The command droid did attract the attention of a clone wielding a Z-6 rotary cannon. Z23-Y75 tried to get out of the way, but was still hit in the torso five times. The battle droid slumped against a nearby dwarf spider droid, who blasted the aggressive clone.

A B1 went over to assist his commander. "Sir, all you all right?"

"I'll be fine. Focus on those clones."

"Roger roger."

Z23-Y75 lowered his head and sat down on the ground, the spider droid he was leaning against had marched forward without him. Z23-Y75 felt a hand grab for him. The command battle droid was momentarily confused, he knew the battle droids wouldn't disobey his order to push forward, and there was no way it could be a clone trooper. Z23-Y75 looked up to see Ashley Katen. "You're supposed to stay in the tank."

"Sorry about that, but it looks like you could use some help," Katen got him to his feet and put his arm around her shoulder. "I seem to recall you saving my ass before," Katen referenced a battle during their time on Abridon. "I'm not going to abandon you. We need to get you some repairs, huh? I hope I look this good after being shot in the chest multiple times."

* * *

Commander EEK-176's attack on the Republic base was going well. But that was to be expected, as the senior commander did have most of the heavy vehicles. Bio cannons pounded the base mercilessly from afar while homing spider droids and tri-droids attacked up close. AMLs kept the base's LAAT/i gunships from dealing any serious damage to the droid army.

EEK-176 was riding on a NR-N99 tank droid that plowed through a gap in the base's wall that had been blown apart by the Separatist artillery. Platoon attack craft and more tank droids followed in after EEK-176.

The interior of the base of devoid of any heavy armor, as all Republic walkers had been sent through the gates to engage the Separatist spider walkers. That left only clone troopers and a few hastily deployed EWHB-12 repeaters to counter EEK-176 and his battle droid infantry.

The Republic was no match. Commander EEK-176 wielded the deadly combination of two ZGD gatling guns and the ZPR gatling gun. Even though it was night, the base was well lit, and EEK-176 could see his targets perfectly. Once again, EEK-176 was the grim reaper of the battlefield, clones dying by the dozens against his rapid-firing guns.

* * *

OOM-9 drove a beige ground armored tank alongside his forces. Their primary problem was the LAAT gunships that harassed them from the air. The few AMLs OOM-9's army had offered some protection, but the Republic gunships targeted them first, trying to get rid of the droids' anti-air defenses.

The A5-RX battle tanks on the ground were much easy for the AATs and GATs to handle. It wasn't until they destroyed the battle tanks that they found why the local troops were having so much trouble.

There were hundreds of clone troopers. They had rallied around an A-6 juggernaut. Human and battle droid bodies were strung about everywhere. The surviving human soldiers were being pushed into hiding among wreckage of AATs and HAGs.

"We need to destroy that large tank." OOM-9 saw how the clones kept close to the juggernaut, creating an impenetrable blob doom that pushed back at the Confederate forces wherever it went.

"Bring up the hailfire droids." As OOM-9 issued the new order a LAAT gunship hit his GAT, sending it twisting into a wipeout. After three spins, the armored tank hit the ground and stayed there. Parts of the GAT were missing, and OOM-9 simply walked out of the tank, not even needing to use the entry/exit hatch.

OOM-9 watched from afar as several groups of hailfire droids made suicide runs against the juggernaut and ultimately destroyed it. The clone infantry would still be a problem though. Armed with an E-6 blaster rifle, OOM-9 ran with his droid infantry towards the clones.

Seeing the battle turn so abruptly in their favor, the newly emboldened CIS soldiers also ran out to meet the clones headfirst.

TH-1066 pulled his custom painted AST alongside a human CIS officer he found hanging back from the big battle. The tactical droid had assumed the man to be in charge of the local troops. "What is the situation?"

"The clone army has seized our orbital cannon. We scrapped the primary power source and computers but they still continue to defend the cannon viciously."

TH-1066 relayed the information to OOM-9 through the network. "The Republic is holding the locals' anti-orbital cannon. I calculate the Republic is trying to resurrect the anti-orbital to use against the 8th Fleet."

"Take it back if you can, Commander. If you can't capture it in a timely manner, then destroy it. We can't have that cannon shooting at the fleet."

"Understood, General." TH-1066 started up his armored scout tank again and led a pack of STAPs and PACs toward the cannon.

A few personal walkers and clone troopers guarded the cannon. The clone's real protection of the cannon had been the distraction provided by the A-6 juggernaut, but now that it was gone, a serious assault by CIS forces were not going to be repelled.

The GAR defenders were cleared away and the PACs were deploying their battle droids when TH-1066 noticed a MUT coming up, with the officer he had spoken to approaching by way of a gray and blue flitknot speeder.

"We lost the cannon, we'll help take it back," the officer told the tactical droid.

"Of course," TH-1066 dismounted from his repulsor tank.

The majority of the local troops that exited from the MUT were CIS engineers. The typical human CIS engineer wore a dull gray uniform with black work gloves, boots, and utility belt. But the most noticeable feature of engineers was that they wore a black cap with a white CIS emblem embroidered on the front. The CIS engineers were armed with E-5 shotguns, RD-4 radiation launchers, SE-14 blaster pistols, or commando SE-14 pistols. They would compliment the B1 battle droids nicely in close quarters combat that was about to ensue.

The B1 battle droids entered the interior of the cannon first. There was an explosion and several of the front most droids had been blasted to smithereens. The clones had trapped the cannon's front doors with detpacks.

The next droids went through just fine and started attacking the clone defenders. TH-1066 came in behind several other squads, in case the clones had set more traps. Yet that didn't seem to be the case, and soon the tactical droid had fun blasting Republic soldiers with his bulldog RLR.

Once the clones had all been eliminated, the CIS engineers and battle droids took to attacking the panicking Kaminoan worker droids that zigzagged about.

"Sir," an engineer approached TH-1066. "Their worker droids were fixing the power core and trying to reboot the computer systems. They were nearly finished."

"Excellent," TH-1066 announced, his enthusiasm surprising the human. "Complete their repairs. Then we will fire on the Republic fleet in orbit."

"Yes sir," the engineer smiled, now understanding the tactical droid's plan.

* * *

"We're pinned down, we need reinforcements!" KJZ-8267 tried contacting his allies. The clones had drawn KJZ-8267 and GD-79's group into a large cavern where they were being fired upon from all sides. Fortunately, the carven was the location of a mining camp, and there were several places they could take cover. But they could not hold out indefinitely. The clones had even blocked the tunnel from where the droids had come from.

KJZ-8267 chucked a V-1 thermal detonator, blowing a clone sergeant into several pieces. Another clone picked up his dead comrade's DC-15S blaster and was now dual wielding two.

Even GD-79 had to take cover. For as durable as the grapple droid was, he could not take sustained fire from all the clone troopers at once. And all the clones fired on him whenever he showed himself. The clones were not stupid; they knew that if they gave the grapple droid any leniency, that they would be crushed if he could ever close in on them. Thus they kept GD-79 ducking for cover, but they had enough troops that they could suppress the other droids as well.

The fortunes of KJZ-8267's squad changed as clones from one of the entrances started dropping. They were being shot from behind. By the time the clone's tried to react it was too late, and one entrance opened up. Through it marched DSD-08, 3B3-888 and another squad of battle droids.

One of the clones' firing angles had been silenced and replaced with battle droids. Some of the clones had no choice but to turn their attention to the newcomers, taking pressure off of KJZ-8267's group.

That was when GD-79 made his move. He charged up and through a cluster of four clones, knocking them over. Rather than stop to kill them he ran for the next group, leaving his B1 allies to shoot the clones he left in his wake.

The battle had reversed. Now it was the clones scrambling for cover as the droid's outnumbered them. DSD-08 was a significant asset as his cannon was strong enough to blast away the machinery the clones tried to hide behind.

Not once did the clones try to run as they had so many times before during the operation. KJZ-8267 shot the last clone, the one dual wielding DC-15S blasters. "They appear desperate. We must be close to retaking the mines completely," the pilot droid theorized.

DSD-08 beeped in agreement.

"Roger roger," 3B3-888 added.

The two squads combined and pressed onward.

* * *

SSA-719's hammer sent another clone spiraling toward the ground, crumpled and broken. SSA-719 guessed that his squad had reached the bottom of the mine as they had reached the location of the mining laser, which was used to create new tunnels. The area was new enough that it wasn't on the schematics of the mine that was uploaded to the droids via the CCC.

Captain SSA-719's group had recently been following the path of a large service elevator. The elevator had been locked and they couldn't call it up to them earlier, so they slowly made their way down through the tunnel system. Now it was clear that the clones held control of the elevator and kept it locked down to prevent the droids from using it to traverse the mines more quickly.

The elevator was large enough to hold the mining laser, which had been rolled off as the laser was positioned on top of two treaded tracks.

The battle droids cleared the clones from the elevator and advanced on the clones as they fell back to the mining laser.

A clone lieutenant, easily identified by his blue markings, had taken control of the mining laser as was steadily repositioning it. The other clones tried to keep the droids' attention off their brother as he went about his plan.

"Look out!" A battle droid cried. The lieutenant had been found out. The droids scattered to prevent several of them being hit at once. But the clone lieutenant was not aiming at the droids. He aimed at the structural supports and the power core in the nearby mining camp on the other side of the cavern.

SSA-719 knew what was coming, what was about to happen. The security droid ran as fast as he could toward the mining laser, right past the clone defenders. But he was too slow and the clone fired the powerful beam. SSA-719 reached the clone and smashed his head in with the hammer before shutting off the laser. But it was too late. The supports had been destroyed and the power core had been obliterated. The lights from the various machines went dark.

"Retreat! Back up to the surface!" SSA-719 yelled. He knew there would be a chain reaction that would lead to a complete collapse of the mines. _There is always a chain reaction_, SSA-719 thought.

The security battle droid had been correct. Within seconds of his order to retreat, the mines started to quake and shake. The security droid uploaded the new state of affairs to the rest of the battle droids in the mines.

"To the elevator!" SSA-719 shouted. The battle droids quickly defeated the remaining clones, who were also trying to make their way to the elevator. SSA-719 hoped that the now-destroyed power core on their current level was not the elevator's only energy source.

SSA-719 undid the elevator lock and pressed up. The elevator began to climb, the droids' thankful that their luck had not run out.

"Should we really be using the elevator while the mine is collapsing?" a B1 questioned his captain.

"Ideally, no. But it's our only chance to make it up in time. We have no choice." Over the network, SSA-719 suggested KJZ-8267 and 3B3-888's squads head towards the elevator.

The other droids took SSA-719's advice and the security droid stopped the elevator when they reached the others, then started it back up to the surface again once they were onboard.

The service elevator finally came to a halt on the top processing level. Commander Zako was still overseeing the transfer of the supply of stygium crystals. "Commander, we need to evacuate," SSA-719 called out to the human.

"Right," Zako grinded his teeth. He did not want to abort the operation and lose the crystals, but he had no choice. "Everyone! Drop what you're doing and run for the surface! Now!" The battle droids and worker droids started running for the exit. SSA-719 and Zako came up last to make sure everyone got out.

They were cutting it close. The ground jarred at their feet as they ran for their lives. The dwarf spider droids were going at top speed in order not to slow the rest down. But they all managed to make it back up to the surface before the mines collapsed. On the surface, the only sign that anything had happened to the mine at all was the ground had depressed slightly. Other than that, there was nothing to indicate the horrible loss.

* * *

"Sir, the cannon is operation and ready to fire at your command," an engineer enthusiastically informed TH-1066.

"Target enemy cruisers in orbit and fire," TH-1066 gave the go-ahead.

A large, powerful, purple beam shot up into space.

* * *

The purple laser ended up striking the Dreadnaught that KLO-657 and OOM-8 had captured.

"What was that?" a droid marine asked as the Dreadnaught violent rocked to the side.

"Good question," OOM-8 said. The command droid turned to the CCCs for an answer. After a few seconds of sorting out what had happened the 8th Fleet's control computers figured out what was going on. The Separatists groundside had retaken and repaired the anti-orbital cannon and had begun firing on the Republic fleet.

* * *

The control computers sent down a cease-fire order to TH-1066. "Cease fire! Cease fire!" TH-1066 bellowed at the engineers at their computer stations. The CIS engineers were surprised and confused but followed their orders.

* * *

It was too late. The shot had severely damaged the Dreadnaught. There were multiple hull breaches. The engines and life support had gone offline. Whatever Republic personnel the droid invaders missed would die. All the droids had to do was head back towards their shuttles and be on their way. OOM-8 and KLO-657 had already taken what information they could salvage from the computers on the bridge, so there was no real reason they needed to stay on the ship.

The cannon would not get another shot at the Republic fleet, as the 8th Fleet was just finishing up the last Arquitens light cruiser and the cannon wasn't accurate enough to hit the few V-19 Torrent fighters that still buzzed around. The Vulture droids and Scarab starfighters would have no trouble finishing up that little problem.

* * *

After the battle of Krona had been completed, aid from the Zalost system started pouring in to help the local population recover from the invasion.

OOM-9 and his subordinates gathered in a conference room aboard the _Scrapyard_.

"I failed," SSA-719 was blunt. "I didn't stop the clones from activating the mining laser."

"No," Zako put a hand on the security droid's shoulder. "I was the ranking officer in charge at the mines. The failure is mine."

"What about me? I was there too," Katen added.

"You were on the surface, and you and Z23-Y75 were drawn away by that Republic attack," Zako told Katen as if she needed to be reminded.

"So? I'm at much at fault as any of you. If I hadn't gotten injured on Destrillion I could have been more help," Katen seemed to want to go down with the rest of them in their self-pity. "If anything, I'm more at fault because Z23-Y75 got hurt while I was with him."

There was the all too familiar sound of a Skakoan pressure suit. "What are you all whining about? Commander Z23-Y75 is good as new. And I received the report on the supply of crystals you were able to collect. It is more than enough for the ultimate project. Any other crystals we obtain once the mine is rebuilt will just be a bonus," Dr. Quartz started to laugh manically as everyone else looked on.

"The project is nearing completion then?" OOM-9 cut into the Skakoan's laughter.

"Yes. It will be finished very shortly."

"Good, then this war will be finished shortly."

"I hope it's not over too soon. I was just starting to have fun!" Katen beamed.

* * *

OOM-9 left the others to resurrect his conversation with Senator Zuuk.

"Victorious as always. General, you continue to make us all very proud," the Neimoidian's face contorted into an ugly smile.

"Not entirely. The clone army managed to collapse the mines. They will have to be rebuilt. We did manage to get some of the crystals loaded onto the 8th Fleet, and I will be taking all of them with me."

Zok Zuuk's revolting smile disappeared. "I see." The Neimoidian gave a short pause, as if unsure of what to say next. "I understand these things happen in a combat situation. We have the planet, we have the crystals. We just have to rebuild the mines. It is a simple task. The Republic has only delayed their inevitable doom."

"Indeed," OOM-9 agreed.

* * *

**Author's Note:** The miner's line, "I don't think what you're looking for is here," is a direct quote from the computer game Star Wars: Force Commander. On the Imperial campaign missions on the planet Ruul, there are neutral mining vehicles randomly roaming about the battlefield. If you click on the mining vehicle, the driver says the phrase, "I don't think what you're looking for is here."


	27. The HouseKarl Battle Droids

**Chapter 27: The HouseKarl Battle Droids**

The 8th Fleet hovered above the planet Eos. The homeworld of OOM-8, OOM-9, EEK-176, SSA-719, KJZ-8267, 3B3-888, Z23-Y75, KLO-657, GD-79 and a large portion of the battle droids of the 8th Fleet.

The 8th Fleet had gone back to the volcanic planet for repairs and reinforcements, though those weren't the primary reasons why they had returned. OOM-9 and the others were waiting for Dr. Gatling Quartz to finish his ultimate project and their waiting was soon to come to a close.

OOM-9 walked though the halls of one of Eos' droid factories. The command battle droid made his way to Dr. Quartz. On the way their OOM-9 passed several different droid guards, from security droids to B2s. Security and safety was taken very seriously on Eos. OOM-9's visit was expected, the Skakoan had summoned the battle droid general.

"Dr. Quartz," OOM-9 started once the doors behind him had closed. "I trust the project is complete."

"Not entirely." The Skakoan fiddled with his pressure suit. "There have been some…complications."

"What kind of complications?" OOM-9 wondered whether he could have completed the project faster than the Skakoan could. But then he wouldn't have to time to lead armies of battle droids to countless victories against the Grand Army of the Republic.

Quartz fidgeted. "Let me just show you what I have before you jump to conclusions."

"Proceed, Doctor."

A battle droid walked out before OOM-9. It looked similar to a security battle droid, though instead of maroon markings, it had violet ones.

"What is this?" OOM-9 asked.

"This is KV-1, a HouseKarl battle droid."

"This is not what I requested."

"I know, General. Give me a moment to explain."

"Then explain," OOM-9 gestured.

"There are still problems with the stealth system. Instead of accepting more delays I decided to create an entirely separate droid. This droid costs less than the one you originally wanted, but I assure you, they will perform just as well."

"That remains to be seen. Have they been tested?"

"No, I thought you'd want to see that for yourself. You will be pleasantly surprised."

OOM-9 wasn't convinced in Dr. Quartz's confidence. The Skakoan seemed to be grasping at straws. The droids OOM-9 requested weren't finished, it was lunacy to try and assure the combat effectiveness of the HouseKarl droids when they had yet to be tested.

* * *

The recreation room was usually the playpen of the factory's few organic workers. It was usually inhabited by blue-collar humans, Neimoidians, Gossam, and Koorivar. But at the moment it was the lair of a group of battle droids and a handful of angry humans.

Major Ashley Katen tried with all her might, but she could not beat GD-79 at arm wrestling.

"Go down damn you!" She struggled against the metal might of the grapple droid.

"Negative," GD-79 gave a simple response knowing it would infuriate the human even more. Katen always had more fun when she was able to spur her adversaries to trash talking, and refraining from it only made GD-79's victory more complete.

GD-79 brought Katen's arm down to the table with a shattering thud.

"Watch it," Zako growled. On the end of the table SSA-719 and Karl Zako were playing pazaak. Zako was already in a foul mood as the security droid was soundly beating him.

"I hate this game. I always lose."

"Would you rather play sabacc?"

"I hate that game worse."

Zako once again overplayed his hand. "I swear you're cheating!"

"I don't need to cheat to beat you," SSA-719 replied as he collected his winnings. The pair was not playing for credits, but for action figures. Miniature models of battle droids and clone troopers. A decade ago the Trade Federation had begun manufacturing toy B1 battle droids and droidekas for the children of their wealthier worlds. With the birth of the Confederacy more new toys joined the ranks of the old Trade Federation figures. Super battle droids, dwarf spider droids, homing spider droids, hailfire droids, and NR-N99 tanks droids had been added. Though only a minor source of revenue, the accepted thinking was that the battle droid toys instilled a sense of patriotism in the younger generations. Young generations eventually came of age, and might wish to fight alongside the droids they once played with as children.

The Galactic Republic quickly caught on to the Separatists' scheme and started emulating it, making toy versions of the clone troopers and their vehicles.

SSA-719 took his winnings and handed them over to KJZ-8267, who was building a very intricate diorama from the Battle of Kile II, which they had taken part of. The Republic toys were not bought, but stolen. It wouldn't due to have the Republic's coffers increased just because they needed some toys. But their battle droid figurines needed someone to fight.

"I hate games of chance. I always lose," Zako complained. In truth, it didn't matter who won pazaak. The toys all belonged to Zako anyway and the winner always gave his spoils over to KJZ-8267 so he could complete the battle scene.

"The Confederate Military Guide of Correct Thought prohibits mind-altering substances," Karl Zako called out to Melissa Sledge as she shambled by. Sledge had been spending time at the mini-bar.

"Yeah? Well, it also prohibits you from being a stupid short circuit, but that doesn't stop Ashley. Besides," Melissa hiccupped. "We're on Eos. Who am I gonna spill all our secrets to? There's not a Republic soul for light-years."

"That's because clone troopers don't have souls," 3B3-888 cut in. The B1 battle droid was watching the CIS Shadowfeed from a viewscreen on the far wall.

"8EX, will you do something with her?" Zako addressed the B2 super battle droid.

"I tried, sir. She refuses to listen to reason. I cannot physically stop her. She outranks me."

"And I outrank her. So I want you to-"

"You're so full of scrap Karl! We're the same damn age! Stop treating me like a child!"

"I will when you stop acting like one."

EEK-176 entered the recreation room and the argument between the two officers died. "Zako, Katen and Sledge," the command droid stated, "General OOM-9 requests your presence."

"But I didn't get the General anything," Sledge slurred.

"Presence not presents," Zako snapped. "I hope this isn't anything important. Melissa isn't in her right mind at the moment."

"We will not keep the General waiting. Let's go."

"Right."

* * *

In one of the hangars of the _Magna Musai_, EEK-176 and OOM-9 had gathered Zako, Katen, and Sledge to meet the new battle droid.

"The HouseKarl battle droid," OOM-9 stated. "This unit is KV-1."

"He doesn't look so imposing. He looks just like a security battle droid except his markings are violet instead of maroon," Major Katen pointed out the obvious.

"That's the point," Zako enlightened his colleague. "Our stupid enemies won't see him as a major threat. They'll just think he's another normal battle droid. Those fools should be afraid of all battle droids though."

"I'm more curious as to why you requested we bring our weapons with us," Captain Sledge crossed her arms over her chest.

"I want you to fight him." As OOM-9 spoke as a B1 battle droid handed the HouseKarl an electrostaff.

"Geez, General," Katen huffed. "I know I'm a total bitch but I'm not so evil that I go around hurting my own teammates."

"It's just a sparing match, Ashley. When did you get so soft? You won't hurt him, and I promise he won't hurt you."

"What? Now you think I'm weak?"

"No, Ashley," OOM-9 purposefully tried to sound condescending in order to provoke his subordinate.

"All right, all right. I'll do it," Major Katen activated her electrostaff. The HouseKarl followed suit and turned on his own.

Ashley Katen approached the battle droid, twirling around her staff in one hand in an over-extravagant display. "Let's see what you got."

She made a basic jab at the HouseKarl battle droid, which was easily parried away. It was quite obvious that Katen really wasn't putting forth a real effort.

"This droid is superior to an IG-100 MagnaGuard, you needn't hold back, Major," Quartz called out.

"Fine," Katen was more serious with her next three strikes, but they were still all parried away.

"Captain Sledge, care to join in?"

"As you command, General," Sledge said in a tone that clearly indicated she was not pleased with her task.

"Outta the way Ashley!" Sledge curled her electrowhip and struck at the battle droid in a single fluid movement.

"Watch it! You nearly hit me!" Katen complained.

Despite nearly striking her ally, Sledge's movements were sharp and smart, showing that she was not as nearly intoxicated as Zako had previously thought.

"Zako?" OOM-9 turned to the human commander.

"Me, General?"

"If you would be so kind. It looks like the ladies could use some assistance."

"Very well," Zako switched on his ZK-II war-axe. Commander Zako approached the fight carefully, wary of the electrowhip slinging around. Even as he got closer, Zako made no move to attack. OOM-9 wondered what the commander was up to.

The HouseKarl was still busy with Katen and Sledge. Parrying and evading various strikes and slashes. The droid never made a move against the humans, not that it really could, given at how fast the two women were. Though the fighters appeared evenly matched, Dr. Quartz knew the truth. The humans would be dead if this was a real fight.

Zako finally made his move, slashing low at the droid's feet. OOM-9 thought the commander was being overly cautious in not wanting to hurt the droid but quickly understood the real reason. Zako had forced the battle droid into the path of the electrowhip. The weapon hit hard against the droid's armored chest, but did no visible damage.

Sledge tried hitting the droid again, but the HouseKarl was already away. Zako closed in and tried at striking with his axe, but was repelled just as easily as Katen and her staff was.

Katen came up from behind, but the HouseKarl was able to engage both humans at the same time with the double-ended staff.

"You going to ask me to join in next?" Dr. Quartz asked OOM-9.

"What makes you say that, Doctor?"

"You specifically had your organic officers try their hand against the droid. It would be pointless to have EEK-176 or yourself have a go. The Grand Army of the Republic is made up of human clones and the Jedi Order is also substantially made up of humans. This is as good a test before actual combat against the Jedi."

"You are correct, Doctor," OOM-9 paused, than added, "that's not entirely true. I wasn't going to ask you to participate."

"You doubt my combat ability?"

"No. I already have three heated humans fighting the HouseKarl. At this rate they are more likely to harm each other. I don't need to throw a bloodthirsty Skakoan into this already volatile mix."

The humans were starting to grow tired, but the droid was still in tiptop shape. Out of nowhere, Zako tackled the battle droid, using the knowledge that the droid wasn't to harm them. Weighing at 85.2 kilograms, Zako was the heaviest of the three humans and tried to use his weight to his advantage. The battle droid was certainly strong enough to handle the weight, but was slowed down by the fact that he also couldn't hurt the commander.

Major Katen moved to strike but the battle droid quickly shifted away. The electrostaff accidentally ended up striking Zako.

"Ouch! Damn it Ashley!"

"Oops."

The HouseKarl was free of Zako, but had to dance around Sledge's electrowhip again.

Zako grabbed a hold of the HouseKarl's electrostaff, trying to wrestle it away. It was clear who was stronger, while Zako strained the droid was fine. But the tug-of-war kept the droid in place long enough for Sledge to bring down her electrowhip. The HouseKarl caught the tip of the whip in his free hand.

Katen came in for a finishing blow, but the HouseKarl yanked on the whip, sending Sledge crashing into Katen. The battle droid then swung Zako into the two women.

The humans were now fighting each other rather than the battle droid. The HouseKarl stood there, motionless, as the humans wrestled on the floor.

"That is enough," OOM-9 called out. The three humans froze the second they heard OOM-9, locked together in a mess of arms and legs.

"I swear, it's like we're dealing with a bunch of children," Quartz muttered in his helmet.

"Yes, what ever shall I do with the four of you?" OOM-9 asked the Skakoan.

"How can you group me in with those three?" Quartz asked.

"All three of their egos combined aren't as big as yours, Doctor," OOM-9 replied.

"But could they have built these droids?" Quartz asked as the other eleven HouseKarl droids marched out onto the hangar deck. "I think not."

"Now we need a target for our new droids to attack," OOM-9 stated.

"I have the perfect target. The planet Krant. Reports indicate that the Republic has a military base on Krant and one of its moons, Aereen," EEK-176 suggested as he lowered a datapad.

"Yes, that is an acceptable target," OOM-9 agreed. Krant itself was unimportant; it only had a minor historical significance in the short history of the Clone Wars. Many Separatist officers remembered Krant as the location where General Sev'Rance Tann had been killed. While Krant had little strategic value, Aereen was rich in minerals though OOM-9 wasn't planning on staying long enough to extract them. None of the minor details changed the fact that the GAR had to be defeated wherever they were. That was enough reason for OOM-9's army to attack.

EEK-176 activated an imagecaster and a representation of OOM-8 appeared. "We have our target. Upload coordinates for the Krant system and await further orders."

"Roger roger," the blue image nodded.

* * *

The 8th Fleet did not invade the Krant system with the usual show of force, as was OOM-9's habit. Instead a single Sheathipede shuttle was sent to the planet. The shuttle slipped into Krant's atmosphere and touched down on Krant not far from the Republic base. The strike team had a limited time before the 8th Fleet entered the Krant system and alerted the Republic. OOM-9 wanted to give his new droids a head start, but he wasn't going to let the rest of his army go to waste.

The twelve HouseKarl battle droids exited from the shuttle. They were armed with a wide variety of weapons: everything from elite E-5 blaster rifles to RW-B power war-hammers. Among the weapons was the brand new ZK-III battle-axe, a two-handed double-edged axe that functioned the same way as the older ZK-II war-axe.

The elite squad ran for the Republic base. Separatist intelligence had provided them with the base's exact location, but they had no clue as to the base's strength.

The droids halted when they came across a pair of clone troopers on patrol. KV-3 blasted them with an elite E-5 before the clones even knew they were under attack.

The droids rushed onward again, reaching the base. "One minute until the 8th Fleet arrives," KV-12 informed the others.

"Get this door open," KV-1 ordered.

"Roger roger," KV-7 started to bash the door with a power hammer.

The first strike echoed loudly through the corridors of the base, and a pair of nearby clone troopers went to check what was going on.

The clones reached the door as it was struck a second time. "What is that?" one of the clones asked.

"Dunno. Something powerful. It can't be droids though." The visible indentations on the door led the clones to believe that it wasn't battle droids; they weren't that strong and would have used explosives to break in.

A non-clone officer came up from behind the two clone troopers.

"What's going on?" the officer asked as the door was hit again.

"Must be some kind of animal at the door."

One more smack, the door crumpled and the HouseKarl droids rushed through.

"Droids!" One clone was shot in the face with an elite E-5 and the other was split in half by a ZK-III battle-axe. The officer turned to run but was blown up by a bulldog RLR.

The HouseKarl droids dispersed through the base, working in pairs or alone. They instantly killed anyone and anything they came across. Clone troopers, worker droids, maintenance staff, everyone was slaughtered. It was less a battle and more a sickening gut churning gore-fest.

* * *

OOM-9 and Dr. Quartz watched from monitors. They saw what the HouseKarl droids saw. The 8th Fleet couldn't get feedback from the HouseKarls until they entered the system. But ever since they had arrived, OOM-9 was treated to a great show of violence.

"Ha ha ha!" Quartz laughed. "Marvelous! They're doing better than I expected!"

"You expect quite a bit, Doctor," OOM-9 countered.

"Look at them! They're not even trying!" Quartz clasped his hands together in glee. "How wonderful, they're going to kill the everyone in the base before we get there!"

* * *

Three HouseKarls droids had converged on the command center. KV-10, who had an electrowhip, was slashing apart officers and clones with a few wide swipes. KV-8 was obliterating his opponents with a flechette E-5 shotgun. KV-8 got so close to his targets that when he fired (aiming for their heads), there was nothing but fountains of blood spurting up from their necks once he was done.

KV-9 took control of a command computer and started hacking. A clone came up from behind but the HouseKarl sliced half of the trooper's head off with a ZK-II war-axe. Within a minute he was in complete control of the base. KV-9 sent a signal to the 8th Fleet. "General OOM-9."

"Yes, KV-9?"

"The base is ours. I have access to a full personnel list. We will kill all stationed at this base."

"Good. I am sending reinforcements. Once you have finished with your killing you will join us for the attack on Aereen as planned."

"Roger roger." KV-9 noticed one of the officers sliced in half by KV-10's electrowhip was still alive. He started to crawl away on his arms, leaving a sickening streak on blood and leaking organs behind him. KV-9 walked over and crushed the man's head with his foot. KV-9 did not kill him to end his suffering, he killed him because all enemies had to be eliminated.

* * *

The Republic Navy, a group containing three Dreadnaughts and two _Pelta_-class frigates, started for the 8th Fleet. They weren't sure what the Separatists were waiting for, unaware that the HouseKarls had been sent out ahead of the main force. Either way, they were not going to allow the 8th Fleet to stay in the system, despite the fact that they were terribly outnumbered.

"Deploy preset swarm group one," OOM-8 ordered.

"Roger roger."

Z23-Y75 led a swarm of droid fighters towards the V-19 Torrent fighters released from the Dreadnaughts.

"Focus on the fighters. Let our capital ships handle their cruisers," Z23-Y75 ordered his flyers as he piloted his Scarab right for the V-19s.

* * *

A swarm of hunter-seekers droids and two Neimoidian transports arrived at the Republic base. Squads of BX droid commandos and B1 and B2 battle droids rushed out toward the base. They were greeted not by clones, but by a lone HouseKarl battle droid.

The tactical droid TH-1066 was among the newcomers. He walked up to the HouseKarl battle droid.

"We are wiping up the remaining resistance. There are less than twenty individuals left," KV-4 reported.

"Well done. We are here to scour the computers for any useful data. Then we will purge and destroy all data in the base's systems. General OOM-9 does not yet want your existence revealed to the Galactic Republic."

"Roger roger."

* * *

OOM-9 had ordered the 8th Fleet's transports to begin landing his army on Aereen. The CCC had updated him that the base on Krant was nearly taken care of. Now the trick was making sure no one escaped Aereen. OOM-9 wanted no one to know about the HouseKarls, the longer they were a secret, the more chances they'd get to surprise the enemy. Of course the Republic had sent out a distress signal once the attack had started, but the 8th Fleet was now jamming them. As long as the droid army didn't dawdle, they could be finished and gone from the system before any Republic reinforcements showed up. And if Republic reinforcements did show up, they would have to be destroyed like the rest.

OOM-9 landed his army a decent distance from Aereen's Republic base. He wanted to give the clone army time to prepare and meet him on the battlefield. OOM-9 wanted to see how well the HouseKarl battle droids would perform in a wide-open space with two large armies fighting each other. Conventional wisdom held that the larger the army and the greater the battlefield, the less impact elite units had on a battle, especially elite infantry units. If the HouseKarls did have a notable impact on the upcoming battle it would prove their power.

But first the HouseKarls had to arrive, and the Republic wasn't just going to wait around. Though somewhat hesitant, the clone army sporadically sent out teams of TX-130 fighter tanks to probe the droid army's strengths and weaknesses. OOM-9 was only too happy to show them what his army could do.

KJZ-8267 led swarms of ASTs to destroy the fighter tanks. On their own, armored scout tanks didn't have the firepower to take out a _Saber_-class fighter tank. But the droids were clever. They closed in on the fighter tanks and slapped on TB-47 time bombs on the tanks as they passed by. The armored scout tanks were quick enough not to get hit and if they did miss a fighter tank, the AATs would move up to finish the job.

AMLs and HAMLs kept the LAAT/i gunships from coming too close.

OOM-9 couldn't wait around forever, and slowly started to inch the droid army along the route to the Republic base when the HouseKarls' shuttle finally showed up.

OOM-9 exited his armored assault tank and went out to greet them personally as the Neimoidian shuttle touched down. 3B3-888, who had been riding on the outside of the tank, took over OOM-9's spot at the top.

* * *

A Munificent star frigate flanked by two Recusant light destroyers exited out of hyperspace to the side of the 8th Fleet. "What's going on? We requested no reinforcements. Open a communication channel at once," OOM-8 demanded. The Republic Navy had already been blown to smithereens; there was no need for any help.

"They're already requesting one sir," a pilot droid informed OOM-8.

"Open it then!"

"Roger roger."

The image of a human CIS officer filled the viewscreen.

"What's the meaning of this? This is a classified operation! State your business at once!" OOM-8 demanded of the human.

"Baroness Zada Zincer of Zakkudos demands an audience with General OOM-9."

"Why wasn't this scheduled? General OOM-9 is preoccupied at the moment."

"The Baroness is insistent that she meet with OOM-9 now."

OOM-8 paused. It wasn't wise to upset the leader of Zakkudos. Zakkudos, after all, was one of the primary suppliers of battle droids and vehicles for OOM-9's forces.

"OOM-9 is currently leading the battle planet-side. The Baroness will have to wait." OOM-8 waited for a response as the officer on the other end talked with a few pilot droids.

"The Baroness will take a shuttle down to meet the General personally."

"That is ill advised. The area is not safe for an individual of her status."

"It's out of my hands. She has made her decision."

"Very well, I shall inform the General of her arrival," OOM-8 sent the information through the CCC, which then sent it to OOM-9.

* * *

A blue and gray Sheathipede shuttle landed and its two Vulture droid escorts converted into walking mode.

General OOM-9 and Commander Zako were there to greet the Baroness. If all went according to plan it would be a short meeting on OOM-9's part. OOM-9 planned to dump the Baroness on Commander Zako so that he could get back to properly surveying the battle. Clone forces had been gathering for the main attack, and soon the droid army would begin their great charge, with the HouseKarls up in the front ranks.

A full squad of super battle droids and a pair of security battle droids left the shuttle before a pair of female humans came down the ramp. One was dressed in a CIS officer uniform and one was wearing whatever she damn well pleased. OOM-9 recognized the Baroness on sight.

Her body seemed so sharp that one could imagine her cutting someone with her appearance. Her short hair was dyed dark blue. She wore blue lipstick. She was well known for always wearing clothing that revealed her shoulders. She wore a blue and black tank top with a black miniskirt. A vibrocutlass hung from the belt wrapped around her exposed midriff. She looked more like a prostitute than the leader of an entire planet.

"Baroness Zada Zincer," OOM-9 was polite. "It is a pleasure to see you. It is a shame we weren't informed of your arrival sooner."

"This was never scheduled. A spontaneous, last-minute decision." Zada Zincer had a black eye patch emblazoned with a white CIS emblem over her right eye. Her left eye was artificial.

"What prompted your decision? My utilization of the battle droids you provide is satisfactory, is it not?"

"No, no. You've been doing a marvelous job. You've become quite the icon in the Zalost system. But that's not why I'm here. I'm just taking a short vacation from the world of politics. It can be incredibly dull."

"Indeed. But this is a dangerous area for a person of your importance."

"With you, General OOM-9? There's no safer place in the galaxy for a Separatist leader."

"Not while I'm fighting the Republic's clone armies. Perhaps you should tell me the true intent of your visit."

"I wasn't lying, I was getting bored. I'm not a machine, I can only put up with bureaucrats and the media for so long. I need a break to recharge. And I want to see your new droids in action. You know, the purple ones," her blue lips cracked into a smile.

"Their existence is classified."

"Dr. Quartz is quite the braggart. My planet supplied Eos with some of the money, materials and machinery used to construct the droids. I keep a sharp eye on the Exchequer. You think I wouldn't find out?" Her artificial eye changed color and started whizzing about in different directions. It was red, now it was blue. The ability of her robotic eye to change colors was an expensive and unnecessary feature but it did seem to fit her personality.

"They are only now being tested in combat. Once we have some results, you would have seen reports soon enough." OOM-9 guessed Quartz was also responsible for revealing that Krant was their target. He would have to have a talk about the importance of secrecy to the Skakoan scientist later.

"Yes, well I already know. And I want to see them in action. It will certainly be more exciting than reading reports after the fact."

"As you wish, my lady. I will leave you under the protection of Commander Zako. He will attend to your safety and requests."

"Yes, understandable that you are busy. I accept your offer."

"Commander." Zako stood at attention. "The Baroness wishes to observe the HouseKarls."

"Yes, General OOM-9."

Zako led the Baroness' group away, and OOM-9 was left to get back to business.

* * *

Zako led the Baroness and her entourage up to a plateau where SSA-719 and a squad of B1 battle droids were keeping watch. They had a good view of the battlefield without being in harms way.

"What's their kill/death ratio?" Zincer asked.

"They don't have one yet. A HouseKarl has yet to be destroyed in combat," Zako answered. "They wiped out the Republic forces on Krant on their own."

"Sounds like these droids would make excellent bodyguards."

Zako couldn't take it anymore, he had to ask her. "If I might speak freely for a moment?"

"Go ahead," Zincer smiled.

"I was wondering, you received a cybernetic eye after your first injury." It was public knowledge that Zincer briefly served in the military when she was younger and lost her left eye in a battle. "Why didn't you get another after the assassination attempt?" Zako asked about the event that led to the loss of her right eye. After she had been elected Baroness, there had been an attempt on her life. Zincer survived, but the attack cost her right eye.

"You're very blunt, Commander."

"My apologies."

"No, I like that in a man. You see, after I got the first cybernetic eye implanted, I found it extremely uncomfortable. Even after all these years I never got used to it. So when I lost my other real eye I was in no mood to shove another one of those mechanical orbs into my skull. I can see just fine with one cybernetic eye. But I'm stuck using at least one, as I have no wish to be blind."

"Ah, understandable."

"You're very informal with me. I love it. I'm tired of being in the public eye," Zincer belched after she downed half a can of purple syrup. One of her B2 battle droids offered her a bag of donuts, from which she began eating.

"Then it is unfortunate that your election as Head of State is a lifelong employment."

"Bah, I'm not going to serve into my hundreds like my predecessor," Zincer bit into a donut. Her eye changed from blue to pink.

"You will disappoint a lot of people. You're very popular. You're approval ratings are in the low nineties, the last I heard."

"Ha," Zincer looked like she was mulling over whether to take the comment as a compliment or not. "OOM-9's approval rating is higher than mine. Besides, once the war's over I'm sure my popularity will take a hit."

"I disagree. Once the war is won you shall be drowning in admiration."

"We'll just have to see what the future holds."

The female officer that accompanied Zada Zincer was aggravated. She preferred fighting than standing around guarding baronesses. She slinked over to SSA-719, curious as to why the security droid had black CIS emblems painted on his shoulder plates.

"Hey Red," She said casually.

"My name is SSA-719. Captain in the Separatist Droid Army."

"You don't say. It seems you outrank me. I hold the rank of lieutenant," she smiled, revealing her slightly crooked teeth. "The name's Veronica Vex."

"It is nice to meet you, Lieutenant Vex."

"Where'd you get those," Vex circled her gloved finger on one of SSA-719's emblems.

"From Commander Zako," SSA-719 motioned.

"Is that so? You're good friends with the Commander, eh?"

"Yes."

"It takes a certain kind of crazy to be friends with battle droids," Vex placed an arm over SSA-719's shoulder. "I'm crazy too."

"I seem to meet a lot of crazy humans. Your kind are much more agreeable than most other organic life forms."

"Thank you."

"You're welcome."

"So," Vex eyed SSA-719. "Afraid of being replaced?" She was referring to the HouseKarl battle droids.

"I haven't been yet. How about you?"

"Nope," Vex grinned.

* * *

The droid army was in a full charge against the Republic. The HouseKarl droids were leading the pack, and steadily pulling further ahead of the others. Being further ahead, they attracted the fire from the clone infantry. EEK-176 tried to keep up with the droids, but his trio of gatling guns slowed him down. KJZ-8267 was easily able to keep up with the HouseKarls in his armored scout tank. The pilot droid stayed up front more of an observer than a participant of the battle, yet that didn't stop him from firing the tank's laser and blaster cannons at the clone troops.

The HouseKarl droids were able to bob and weave out of most of the incoming blaster fire and were able to absorb any shots that did manage to hit them.

The HouseKarl battle droids hit the clone army at top speed. Those armed with melee weapons now stole the spotlight. The clones had no defense; they had never encountered this situation before. Once the HouseKarls were in the midst of the clone army, the clones had a tough time trying to shoot the droids without hitting their comrades.

And the gaping holes in the clones' formation weakened the army for the regular battle droids rushing in after the HouseKarls. And it didn't help the Republic that EEK-176 was once again committing mass murder with his gatling gun combination.

The clone infantry were eliminated much faster than usual, leaving the GAR walkers vulnerable to attack from the battle droids. The homing spider droids and armored assault tanks kept the walkers busy while the droids finished the job with E-60R rocket launchers.

* * *

"Looks like the clone army is in retreat," Zincer viewed the battle through a pair of electrobinoculars the battle droids had provided her. "Very good. Very good. We finally have a real super weapon. An invincible soldier capable of instilling fear into the fearless. Ghaha ha ah ha ha!" Zincer's laugh was particularly evil and grating.

Zako kept silent. He had heard rumors that Zincer was mentally unstable. Her handlers had done a remarkable job of hiding that possibility from the general public. Even as a high-ranking officer from Zakkudos, Karl Zako didn't even know the truth. The one fact he was sure of was that her physical appearance had helped her win the election.

Zincer's laughing fit was interrupted when a damaged LAAT/i gunship landed nearby. The clones inside spilled out and immediately started attacking the battle droids.

SSA-719 and Zako pulled out their E- 5s but were barely able to get off a shot. While the clones and droids fought, Zincer came in from the side, slashing and hacking away at the clone troopers with her vibrocutlass.

Lieutenant Vex likewise turned into a murderous savage. Though armed with an E-5, she still burst toward, killing several clones before grabbing hold of one and snapping his neck.

Within seconds there was a single clone left. Zincer threw a vibrodagger and hit the clone in the face. He dropped down, still alive but writhing in pain.

It was painfully clear that Zada Zincer didn't need the large escort of battle droids that accompanied her.

The two clone pilots exited the gunship and surrendered to the battle droids.

"Oh, Commander," Zincer turned to Zako.

"Yes Baroness?"

"I'm leaving behind Lieutenant Vex as an observer. In order to make sure that these are able to deliver in their next battle."

"As you wish," Zako wasn't going to challenge Zincer even though he was sure OOM-9 would be displeased with someone looking over his shoulder. "I shall inform General OOM-9 of your decision."

* * *

The droid army then demolished the Republic base on Aereen. It wasn't difficult since the majority of the clone army had been destroyed on the battlefield far from the base.

OOM-9 was not worried about Vex nosing around for a while, which surprised Commander Zako. The CCC had provided OOM-9 with quick and easy access to Vex's personnel file, and the general didn't consider her to be a rival.

The PK and OX9 worker droids were able to quickly pick up the battle droids that had been destroyed. It wasn't hard as there weren't many to take care of. The 8th Fleet and Zincer's ships were soon on their way and out of the system.

* * *

Mere hours after the 8th Fleet left the Krant system than a new group of Republic ships arrived. The Venator star destroyer, _Droid Collector_, accompanied by two Arquitens light cruisers, was cruising in between Krant and Aereen.

"General, the distress signal we picked up earlier is no longer transmitting. Perhaps it was a false alarm," Captain Klo Toon stated. "Red and Gold Squadron are standing by and ready to launch, shall I have them stand down?"

"Don't be hasty, Captain." Obi-wan Jakoby was calm. "Let's make contact before jumping to conclusions."

Moments lazily drifted by as they waited for an answer from the communications officer.

"If there were an attack I think we would have come across some Separatist warships by now, no?" Toon fidgeted. Even though the officer was hidden behind a breath mask Jakoby could tell he was agitated.

"Sirs, no one's answering," the comm officer stated.

"See, it is a communications failure," Toon glided his fingers over his breath mask.

"There are bases on Krant and Aereen and both are simultaneously suffering communications blackouts? I don't need the Force to know that something is very wrong here."

"We will have to assist them."

"We will send troops to investigate first. I don't want to get stuck babysitting a team of mechanics if things turn out to be a trap."

"Of course," the Kel Dor agreed.

"I will investigate Krant personally. I will send word for the repair teams if it's safe."

A trio of AA-9 gunship transports protected by a squadron of V-19 Torrent fighters left for Aereen while a pair of Nu attack shuttles went down to Krant. Minutes later Obi-wan Jakoby came down the ramp of one of the Nu shuttles. Following at the Jedi's heels were his four loyal clone commandos, Ace, Jack, Kicker, and Tai. Commander Lancer, Lieutenant Minecar, and Sergeant Gnasher led a squad of standard clone troopers out of the other shuttle.

Friend or foe, there was no one to greet them. "Something's not right. I sense nothing," Jakoby put his troops on high alert. The Jedi was sure there had been an attack. An entire base was laid before him and he couldn't sense any life forms at all.

"General, they're still not answering any of our communications," Commander Lancer informed the Jedi.

"No sign of enemy troops either sir," Lieutenant Minecar added.

"I have a bad feeling about this," Tai said.

The group quickly discovered that one of the entrance doors had been bashed in. Inside the base was horror unlike any they had seen throughout the war. It was dank and dark but they could see well enough. The Republic group first passed by the corpses of two clones and an officer.

They soon came across another clone corpse. It was painfully apparent that he had pissed himself before he was killed.

"Hey, I thought you guys were bred to be fearless," Jakoby said.

"Perhaps he was faulty," Jack offered.

"Split up in pairs. No one is to go anywhere alone. Find someone alive," Obi-wan Jakoby ordered.

"Yes sir," half of the clones responded.

The only thing they ever found were Republic corpses, many of them badly mangled and mashed. There were even streaks of blood spatters on the floor, ceiling, and walls. One area was so bloody Gnasher slipped and fell on his ass. "This is peculiar," Jakoby stated. "These attacks were made by a variety of weapons. Some blasters, others sharp melee weapons. Some of the corpses appear to have been bashed in by a hammer or some other blunt weapon."

"I've never seen a battle droid use a hammer," Ace responded. "Even if they did, they'd be blasted before they ever reached any clone that's remembered his training."

"I don't know if this is the work of droids. I don't see any droid parts laying around." Battlegrounds where the CIS had fought were always littered with parts of broken battle droids. While it was also true that when the Confederacy was victorious, they would stay and clean up their troops and piece them back together and shove them back into service again. But such cleanup and repair operations took time, and Jakoby's forces had not arrived so late from when the distress signal was first emitted. Whatever happened here was quick and fast. The Confederacy of Independent Systems was steady and slow when they won. There was nothing to suggest that the CIS had been here and gone.

"Could this be the work of Dooku, or Durge?" Ace asked.

"The battle wounds don't match their weapon profiles. Someone or something else did this."

"What if the Seppies aren't responsible for this?"

"Who else would it be?"

"They aren't usually this effective, or messy."

"They even slaughtered the worker droids and support personnel."

"We'll find out once we see the security footage."

The stench from the corpses was unbearable. Not even the clones' helmets protected them from the vile smell. A few paces from Jakoby and Ace, Minecar was getting woozy. Minecar couldn't take it any longer; the clone threw up inside his helmet. Jakoby heard the muffled, gut-wrenching sound and turned to see Minecar fall to the floor on his knees. Before the poor clone could remove his helmet he threw up again. He finally ripped his helmet off, slinging vomit across the floor. After witnessing such a disgusting display, Jakoby had to fight back the bile coming up in his own throat. "Go clean yourself up Lieutenant."

"Yes sir," Minecar spit.

Ace felt his stomach twist up in a knot. Seeing the other clone hurl chucks almost made him vomit. Jakoby and Ace left the mess to go to the command center.

Unfortunately the scene at the command center was no better.

"What the?" Ace stared at the slimy trail of blood and guts that ended in half a person who also had his skull crushed in.

"Poor fool tried to crawl away."

"That's just wrong," Ace shook his head in disgust.

"Please tell me you have something, Lancer."

"Sorry, General. We got the base online again but the systems have all been wiped clean. Whoever did this did not want to be found out."

"Keep searching. For something, anything."

"Yes sir," the clone commander nodded.

"I hope the troops deployed to Aereen have something." Unfortunately for Jakoby, the clones investigating Aereen found no trace of the attackers either, other than the endless scores of dead Republic personnel.

* * *

**Author's Note:** In the recreation room scene on Eos I wanted to show what the battle droids and their human friends are like when they're not waging war. The CIS and Republic action figures appeared in Star Wars: Jango Fett.

The planet Krant and its moon Aereen appeared in the video game Star Wars: Galactic Battlegrounds.

OOM-9 is primarily the one responsible for the HouseKarl battle droids. They use the same old droid shells but with different color markings (purple) and made from different materials to make them more durable. And higher energy outputs for bursts of strength. Though Dr. Quartz finished the droids the whole concept came from OOM-9 (with some help from Zako). The HouseKarls are supposed to represent what a new droid would be like if it were designed by a droid. I wanted to give OOM-9 his own unique set of bodyguards (as opposed to the IG-100 MagnaGuards General Grievous uses or the EG-5 Jedi hunter droids Count Dooku has).

The name HouseKarl was inspired by the real life housecarls.


	28. Battle of Zesrop

**Chapter 28: Battle of Zesrop**

An explosion took the lives of three clone troopers. A minor setback for the clones as they still had nine left alive fighting.

3B3-888 ducked back to cover. He only had one thermal detonator left, and then he would be down to just his E-5 blaster rifle. It was a dependable weapon, but it couldn't work miracles. There was little chance the B1 battle droid could blast all the clones before being shot up himself. The odds were against 3B3-888 as his squad mates were laying in pieces around him.

The clones' armor was not the usual blinding white; they were sullied by dust and blaster marks obtained from prolonged battle. Just from the look of them 3B3-888 could tell that these particular clones were no pushovers. The clones took cover wherever they could find it: crashed speeders, empty supply crates, or random debris.

A single shot rang out and took off a clone's head just as the clone had peeked out of cover. 3B3-888 had not pulled the trigger. The shot had come from behind and above him. There was no need to turn and look behind him, 3B3-888 knew the shot had come from an E-5s sniper rifle, and a clone had been killed. There could only be allies behind him.

"Get behind cover! Watch your heads!" the clone sergeant barked orders at his surviving troops. A second sniper shot soared through the air and nailed the clone sergeant in the helmet before he could follow his own advice.

3B3-888 tossed his last thermal detonator, destroying part of a wall that a clone was hiding behind. The expected sniper shot hit the clone before he could change to a new location.

3B3-888 was suddenly reconnected back to the CCCs in orbit. He suddenly was aware of where and who his allies in the area were.

"EEK-176 finally took care of the last communications jammer," 3B3-888 told KJZ-8267.

"The clones must have put up one hell of a fight. EEK-176 doesn't usually take that long to complete his objectives."

A trio of droidekas rolled past 3B3-888 straight towards the area of rubble where the clones were hiding. The Jango copies were quick to recognize and react to the new threat and two of the destroyer droids were blasted to pieces before they were able to deploy into attack mode. However, the third survived. With shields encasing the droid, the clones didn't stand a chance. A few tried to fight the droideka in vain. Those that fled were gunned down by KJZ-8267's sniper rifle.

"You are rather skilled with that sniper rifle. Perhaps you have found your calling?" 3B3-888 turned back and looked up at the pilot battle droid. KJZ-8267 had perched himself on the second floor of a half destroyed building.

"No, I still prefer an armored scout tank. I can get more kills faster with the advantage of being able to travel swiftly about the battlefield." KJZ-8267 had long ago evolved beyond his programming of a pilot battle droid, but he still preferred vehicles to infantry combat.

With a strong connection to the network, the CCC told the droids where the nearest battle was taking place. 3B3-888 and KJZ-8267 rushed to help their comrades.

* * *

The battle droids and clone troopers had been fighting in the suburbs surround the city of Zera. 3B3-888 and KJZ-8267's destination was a scorched cul-de-sac where clones and droids were killing each other with near-impeccable precision.

But none of the clones' accuracy or military training could save them from the death that was Veronica Vex. The human female moved with inhuman speed. She could change location faster than the clones could point their blasters at her. Despite having an E-5 blaster rifle on her, she preferred to close in and kill her prey with a red-bladed ZK-II war-axe.

Combat was quick and very brutal. Veronica Vex was responsible for most of the brutality. The blood on the battlefield matched her short, spiky, red hair. The female officer wore a KSV-1 combat suit, the same model worn by Ashley Katen in combat. Though Vex chose to forgo wearing a helmet entirely. While Vex wore the standard black body glove, her armor was much more colorful than Katen's uniform blue. Vex's boots were gray, and her chest piece was purple. Her left wrist guard was black while the right was orange. A yellow belt was wrapped around her waist.

After another kill Vex found herself out in the open with no nearby clones or droids to run to. The clones finally had their chance to gun her down without fear of hitting their allies. Vex saw it coming, four clones raised their DC-15A blaster rifles, and then blew up into hundreds of tiny pieces.

A rocket from an E-60R launcher had annihilated her would-be murderers. Vex turned to acknowledge her rescuer. "I love a man who knows how to handle his rocket launcher."

"I am not a man. I am a security battle droid with masculine programming," SSA-719 corrected. SSA-719 normally would not mind being called a man, nor would he usually bother to correct the individual, but Vex's statement had a sexual tone. SSA-719 had been teased before, by Ashley Katen, but SSA-719 knew Katen was playfully joking. Veronica Vex was someone new, and SSA-719 couldn't understand whether she was joking or serious.

"I know all security battle droids have masculine programming. You don't have to be so specific."

"With you, I apparently do."

It looked like the skirmish had been won. Only a handful of clone troopers remained, and the battle droids were closing in on their positions. A B2 super battle droid got close enough where he was able to grab a clone trooper by the throat.

Before the B2 could strangle the clone to death, his arm was suddenly severed and the clone fell to the ground, grasping for breath. A second slice cut the super battle droid up the middle.

"Jedi!" a B1 battle droid called out before being decapitated by a blue lightsaber.

"Where's a Jedi?" Vex's attention was previously on one of the surviving clone troopers.

"There, the one with the lightsaber," SSA-719 aimed his rocket launcher and fired.

"Of course a lightsaber, what else would he have?" Vex snipped at the security battle droid.

The Jedi destroyed several B1s and B2s and even a chameleon droid that thought it was being sneaky before Vex was able to catch him and pit her axe against his saber.

Unable to risk blowing up Vex along with the Jedi, SSA-719 turned his attention back to the few remaining clone troopers, who were making quiet a nuisance of themselves since the Jedi came to rescue them.

With the aide of the Jedi, the fight had become a match. Until KJZ-8267, 3B3-888, and a droideka showed up to turn the tide back in the Separatists' favor. They were not the only reinforcements the Confederates received however. A dark blue and gray armored assault tank slowly moved into the cul-de-sac, followed by and army of dwarf spider droids and crab droids.

The last of the clones had finally fallen, leaving the Jedi to deal with the Separatists on his own. As Vex and the Force-user continued to fight, the droids encircled the pair. Finally the Jedi had enough and used the Force to push Vex away.

The human Jedi stood with his saber at the ready, observing the various kinds of battle droids and the tank that had him surrounded. The spider, crab, and B2 battle droids were nearly motionless, only the B1s were jittery. Vex was about to charge in at the Jedi again, but was held back by SSA-719. "Don't get me wrong Red, I like being handled by you. But right now let me go! I have a Jedi to kill!"

The top hatch of the tank opened up, revealing a human CIS officer.

"That's quite enough Lieutenant Vex," Zako called out to the still-struggling woman.

"But, but, I wanna kill the Jedi!"

"You will have to wait." Commander Karl Zako turned to the Jedi. "Deactivate your lightsaber and surrender or I will let her kill you."

"I surrender," the Jedi switched off his deadly weapon. "I wish to discuss the terms of my army's surrender."

3B3-888 came up and snatched the lightsaber out of the Jedi's hand.

"I am General Penn Jakeson of the Grand Army of the Republic, at your service," the Jedi gave a courteous bow. "And you are?"

"I am Commander Karl Zako of the Separatist Droid Army. And I am not at your service." Zako exited from the tank and then paused, waiting. Penn Jakeson wasn't sure what he was waiting for.

KJZ-8267 came up to Zako. "General OOM-9 has approved your heading the negotiations on our army's behalf."

"You take orders from a battle droid?" Penn asked.

"Yes, I do. And it is a lot safer than taking orders from a Jedi General. You Jedi know nothing of how to conduct a proper war." Zako turned to 3B3-888. "Get that lightsaber out of here," he pointed.

"A wise move," Jakeson commented. With the lightsaber removed from the area completely, Jakeson couldn't snap it back up with the Force at some point if the surrender talks sent sour. "You are an intelligent one, aren't you?"

"If I wasn't intelligent I'd probably be an officer in the Army of the Republic," Zako swiftly and sharply responded.

B2 battle droids brought over a table and two chairs from out of a nearby wrecked house. The Jedi and the Separatist officer sat at opposite sides of the table. The surrounding droids kept their weapons trained on the Jedi.

Two B1 battle droids came up and stood at attention at either side of Commander Zako. These two particular B1s were painted entirely in a black and gray camouflage pattern. Though rare for most of the B1 battle droids in the Separatist Army, it was a common paint scheme applied to some of the B1 battle droids that guarded Zako's homeworld of Zakkudos; to better help them blend into the alternating black and gray soil that covered the planet. OOM-9 received a great deal of his battle droids from Zakkudos and his troops were occasionally littered with the black and gray camouflage B1s. They were usually kept in reserve but OOM-9 had deployed his army to its fullest extent on Zesrop and thus they were now a noticeable presence on the battlefield.

"We have numerous outstanding issues that need to be resolved before I order a surrender. This may take a while. You wouldn't have anything to drink, would you?"

Karl Zako started grinding his crooked teeth, annoyed by the Jedi's calm and smugness. Commander Zako turned to KJZ-8267. "Could you please find us something to drink?"

"Roger roger."

"And take Vex with you." Zako didn't want Vex taking a shot at the Jedi while they were engaged in negotiations for surrender.

Veronica Vex did as she was told, but not without a lot of semi-audible grumbling.

* * *

The suburbs surrounded the city of Zera like a moat. EEK-176 was on the opposite side from where Commander Zako and the others were. After completing his mission to destroy the Republic's communications jammer, the battle droid officer had wanted to continue his push into the city. But fierce clone opposition and local civilian leaders wanting relief supplies halted his advance.

"But Senator Zuuk promised us relief supplies!" the human whined at Commander EEK-176. The white and burnt umber painted command battle droid would rather join his nearby troops in the intense fight than listen to the demands of ungrateful civilians.

"I have ordered some supplies sent to our location. But you must wait until after the clone armies have been destroyed before we can begin to properly restore your planet and its people," EEK-176 lectured the fidgety human. The sounds of blaster fire and mortars filled the air. EEK-176 was used to such sounds, even finding them enjoyable. The human was not so accustomed to it, though it didn't stop him from complaining.

"We've been waiting for days."

"The battle for your planet has taken days," EEK-176 countered with the obvious. The Republic armies had deeply entrenched themselves into the planet, and were putting up an impressive display of force.

The population of Zesrop was eighty percent human and Zeltron, with eighteen percent Rodian and Twi'lek and two percent other. Though the eighteen percent that was the Rodians and Twi'leks controlled seventy percent of the planet's wealth. It was the wealthy elites that purchased protection from the Grand Army of the Republic to quell the uprising of the working class backed by the Confederacy of Independent Systems.

The humans and Zeltrons of Zesrop were a hardy bunch, but most were not trained soldiers. The reality of war hit them hard, though the spoiled elite had been hit harder.

A trio of Sheathipede type B escort shuttles came in for a nearby landing. "You see," EEK-176 pointed. "Assistance has arrived as I had promised."

The human was about to start complaining again, but held his tongue as he saw OX9 worker droids unload crates of food and water. He rushed over as if he were entitled to it all for himself.

A sudden nearby explosion rocked EEK-176 off his feet. The command droid didn't know what caused the explosion, but he had a good idea of what would be coming next. He quickly regained his composure and snapped up his E-6 blaster rifle. EEK-176's prediction was correct as he saw three white figures rush through the smog of where the explosion had taken place. EEK-176 let loose three shots, and all three clone troopers fell down dead.

EEK-176's vigilance was rewarded by the arrival of six additional clones, followed by a clone personal walker. Nearby B1 and B2 battle droids rushed to assist EEK-176 in dealing with the attackers.

The clone troopers went down fast, but not before destroying their own weight in battle droids. Things were going badly for the battle droids. EEK-176 ended up having to do most of the clone killing himself.

However, the command battle droid did not have to proper arsenal to deal with the personal clone walker. The small walker was specifically designed to deal with infantry, and it did its job well. The clone walker targeted the B2s first, seeing them as the greatest threat. Once all the super battle droids were lying in smoking ruins the walker turned to the B1s.

"Fall back! Fall back!" EEK-176 commanded.

Another squad of clones came up from behind the advancing walker. The battle droids were pushed all the way back to the parked shuttles. The OX9 worker droids ceased to unload their cargo and retreated to the relative safety of the interior of the shuttles.

A dwarf spider droid was making his way up from the rear of the Separatists' side of the battlefield. "DSD-08, target that anti-personnel walker!" EEK-176 ordered the spider droid.

Four fully charged shots from DSD-08's cannon brought the clone personal walker to a halt. Four droidekas rolled in to help the surviving B1s deal with the clone infantry.

Now the clones were falling back, only to be aided by a heavy clone personal walker that stomped up to meet the droidekas. The heavy personal walker was basically just a better-armored version of the standard personal walker, with slightly more powerful blaster cannons.

DSD-08 was not bringing the heavy walker down fast enough. "Mortars, attack my mark," EEK-176 ordered a pair of thermal detonator battle droids that had joined in on the fight. The high-flying mortar explosives silenced the anti-infantry walker immediately.

Smoke from the ruined walkers mixed with the dust caused from the explosions. The remaining clone troopers pulled back and disappeared into the fog of war. EEK-176 and the other droids remained on their guard; slowing approaching the smog the clones had disappeared into.

Suddenly, a pint-sized figure in a brown robe burst through the dust. A short, yellow lightsaber snapped to life in the figure's gloved hands. The Jedi rushed at the nearest B1, which reacted remarkably fast, but his shot missed completely and the short Jedi cut the droid off at the knees and then decapitated him.

The other battle droids immediately started firing at the Jedi, who bobbed and weaved in and out of the deadly bolts with style and grace. Four more battle droids fell to the yellow blade.

EEK-176 nearly caught the Jedi with a blaster bolt but the warrior leapt up and landed right on the command battle droid.

EEK-176 was suddenly looking into a pair of bulbous yellow eyes.

"What have we here?" the hooded Jedi asked. He held his lightsaber up to strike, but made no move to finish the command droid.

"Jawa parasite!" EEK-176 tried to smack the Jedi, though he easily bounced away.

"You're an interesting one. I've never seen a color scheme like that before on a command battle droid," the Jawa Jedi tutted. "And the CIS emblems on your shoulders, you are rather unique. You are an important droid, perhaps?"

"You will certainly find me important, as I will be the droid that destroys you," EEK-176 leveled his E-6 blaster rifle at the Jawa.

"My my, aren't you an impatient one." The Jawa Jedi switched off his lightsaber. "I wanted to have a little chat to find out about your custom colors, and yet you're ready to fight me again already? Did I not just demonstrate my superiority a moment ago? You don't stand a chance against me. I offer you a brief respite, and you throw it back in my face. If you were smart, you would call for reinforcements while we talked, but, perhaps you are not so intelligent or unique after all."

"I don't need reinforcements to deal with you," EEK-176 angrily replied. DSD-08 beeped in agreement, stomping his feet in anger at not being taken as a serious threat by the Jedi.

"Really now, such anger. You really should get to know me before you start hating me."

"You sliced up my troops, you're a Jawa, you're a Jedi, you're an officer in the army of the Republic, there's plenty enough about you to hate already."

"Hate leads to the dark side."

"I'm a droid you yellow-eyed fool. What do I care of the ways of the Force? As far as I'm concerned all it does is give you an unfair advantage in battle."

"So single-minded. Must you always think in terms of combat and war?"

"I am a battle droid. Battle is my primary function."

"Yes yes," the Jawa conceded. "I supposed its true you know of nothing other than fighting. But, where are my manners? My name is Del Nittin, General in the Grand Army of the Republic." Del Nittin could have destroyed EEK-176 and been done with it, but his Jawa-strength curiosity for interesting technology won out over his military duties.

"It doesn't matter who you are. You're going to be dead in a few minutes."

Del fiddled with his headset translator that allowed him to speak basic. Though his face was concealed entirely by his hood, no one could tell he was wearing one by looking at him. "Not that again, I told you…"

The Jedi fell silent as a gray and blue flitknot speeder pulled up to EEK-176 and Major Katen dismounted. "Oh, the HouseKarl battle droids are never around when you need them, huh?"

"Indeed," EEK-176 agreed.

"The what-now battle droids?" Nittin asked. The Jedi's question went ignored.

"A Jawa huh?" Ashley Katen activated her electrostaff. "Come here you little runt, I wanna see what you look like under that hood." Katen lunged, adjusting the angle of her strikes to match the height of her opponent.

Del Nittin was caught by surprise; he was not expecting a challenge from a human. Bobbing and weaving away from a series of serious strikes, the Jedi found that he needed to take his new opponent sincerely.

After Nittin evaded the latest strike and backed away he seized Katen with the Force and lifted her into the air, preventing her from attacking with her electrostaff.

"Release me and I'll kill you," Katen threatened.

"Don't you mean: release me or I'll kill you?"

"I know what I said," Katen pulled her commando SE-14 pistol from the holster on her right thigh and started shooting.

Del Nittin released his grip and Katen fell to the ground with a loud thud. The Jawa had to turn his attention back to EEK-176 and DSD-08 as the two droids had started shooting at him.

Nittin grabbed the flitknot speeder with the Force and threw it against DSD-08. The dwarf spider droid wasn't even fazed.

A charged power shot from DSD-08's cannon vaporized the ground where Nittin stood only a second before. "This whole trying to kill me thing is getting kind of old," Del taunted.

"You being a smug Jawa Jedi is getting old," EEK-176 kept firing.

"Well if you continue to refuse to talk then I'll just have to destroy and dissect you later." Del Nittin was poised to burst forth toward EEK-176 at Force speed but stopped when he heard loud stomping coming his way. He knew it wasn't the spider droid so what was it?

GD-79 came barreling through and nearly squashed Del had the Jedi not rolled out of the way at the last second.

"All right, seriously," Nittin snapped. "This is getting…" The Jawa was cut off as GD-79 turned around and tried to stomp on him. Katen also came back in the fight, viciously trying to swat the miniature Jedi.

Between the grapple droid trying to step on him, the bloodthirsty human female trying to smack him, the command droid and spider droid trying to blast him, Del Nittin couldn't take much more before he would make a mistake. One slip up would mean his doom.

"Enough," Nittin bellowed in his squeaky Jawa voice.

"Yeah, you've had enough," Katen exclaimed as GD-79 caught the Jedi in a kick. The Jawa flew far threw the air. A deafening "Utini…." was heard until the Jedi landed with a thud.

* * *

The kick had carried Del a great distance. He had managed to use the Force to cushion his crash, preventing his body from being broken. He had landed far back into Republic lines. Clone troopers rushed to his assistance.

"General, are you alright?"

"I'll survive. But we need to fall back to the city, now."

"General?" The clone was dumbfounded as to what had caused the Jedi to fly threw the air and why he was ordering a retreat. "We're ready for our next attack. If we retreat now we'll lose our momentum."

"I said fall back! I want all surviving troops to regroup in the city! And I want the shield generator online!"

"Yes sir," the clone nodded in acknowledgement.

* * *

Veronica Vex finally returned carrying a tray holding a clear jug of water and two empty glasses.

Vex preceded to serve the two military officers water, mimicking a maid as best she could. Though it was clear through her motions that her efforts were filled with sarcasm and anger.

"What, water? This is the best you could do? I hate water!" Commander Zako whined.

"We are in the middle of a battle right now," Vex managed her reply in a mockingly sweet voice.

"I hate the taste of water," Karl Zako grumbled.

"You are a weird one," Penn stated. "In all my time in this galaxy, I've never heard of a human that hated the taste of water."

"Yeah, well how do you like the taste of defeat," Zako waved his hand over at the various droids still keeping their weapons trained on the Jedi.

Neither Jakeson nor Zako made a move to drink the water Vex had so carefully poured. The red-haired woman started to get annoyed that her efforts were wasted.

"Perhaps you should take a drink, Commander," Vex suggested. She started to grind her teeth in frustration.

"Very well, negotiating a Republic defeat is thirsty work," Zako drank from the glass.

Penn Jakeson watched. The jug the water had been transported in was transparent; assuring the Jedi that there was no secret compartment that could dispense different liquids to the separate glasses. Penn wouldn't put it past the Separatists to try and poison him during negotiations. Confident that the water was safe to drink, Jakeson downed his entire glass.

As soon as Jakeson put down his empty glass on the table, Veronica Vex seized Zako and started making out with him.

At first Commander Zako struggled, but after realizing what Vex was up to he stopped and submitted to her aggression.

"I didn't know Seppie officers were allowed to fraternize," Penn chided as the two kissed.

"Just because Jedi aren't allowed attachments doesn't mean the rest of us are prohibited from having fun," Zako answered when Vex finally released him.

"I see. Well…." Penn stopped talking and started choking. Horrible gagging sounds emerged from his mouth as he gasped for air. The Separatists watched, motionless.

Penn started coughing up a bright pink, foamy substance. A few seconds later pink foam started leaking out of his eyes, nose, and ears. If there were any other orifices leaking pink foam the Separatists couldn't tell. Penn's face started to melt, sizzling pink fumes rising into the air. The Jedi finally fell over backward onto the ground and died, gurgling sounds, sick fumes and frothy foam still emanating from his body.

"I think I'm gonna be sick," Zako said as he looked at the dead Jedi's still bubbling corpse.

"I wouldn't if I were you. Wouldn't want to puke up the antidote," Vex said.

At the mention of the antidote Zako turned to Vex. "You poisoned me?"

"Dr. Gatling Quartz poisoned you. I saved your life," Vex answered. When Vex started making out with Zako she had slipped the pill that would save his life into his mouth. Zako had figured out enough to swallow it.

"Why did we do that?" Zako angrily demanded. "If we wanted to kill him we could have just shot him right there! Or waited for the HouseKarls to arrive! They still need to be tested against a Jedi!"

"Because that was so entertaining," Dr. Quartz walked up. The Skakoan had been hiding behind a pair of dwarf spider droids.

"Needlessly risking my life is not entertaining!" Zako pointed.

"Awww, com'on," Vex latched onto Zako. "You got to make out with a beautiful woman, what are you whining about?"

"Zako, quit making out with your girlfriend," KJZ-8267 chided.

"Wha…? She's not my girlfriend."

"Hey," Vex crossed her arms. "You're mean. I just saved your life." Veronica batted her crazed-looking eyes. Her eye shadow was a heavy onyx black.

"You became an officer just to break the dress code, didn't you?" Zako asked.

Vex inhaled. After a brief moment she answered, "yep. You found me out. They told me I had to dress up while I was around Zincer though. It was a huge pain in the ass. Don't have to deal with that anymore now."

Commander Zako hadn't forgotten about Quartz. "We'll see what OOM-9 has to say about this," the Separatist officer accusingly pointed at the scientist.

"I had already authorized it," OOM-9 approached from the rear ranks of the battle droids.

"General?" Zako was unhappy his friend and commanding officer was so willing to risk his life so unnecessarily.

"Really, Doctor." OOM-9 addressed Quartz. "This poison is nothing like the usual weapons you provide for me."

"That's because it isn't mine. A colleague and old friend of mine wanted to test it in the field. I was happy to help."

"Test?" Zako blurted.

"Field tested," Quartz corrected. "You are quite safe. It was perfected in a laboratory before it was given to me."

"We still need to test the HouseKarls against the Jedi. We had one to test them against. I have a hard time believing you would put someone else's weapon ahead of your own," OOM-9 commented.

"This situation was just too good to pass up," Quartz offered. "There are still plenty of Jedi left in the galaxy for us to kill."

Commander Zako let out a sigh; he was tired of having weapons tested on him. First the HouseKarl battle droids, and now this. "So, we were never actually going to negotiate a surrender?"

Just as soon as Zako had finished his sentence than a blue shield enveloped the city of Zera.

"I don't think the Republic is planning on surrender," OOM-9 answered. "I prefer a good fight anyway."

* * *

The clone army accomplished a masterful retreat. They were slow enough to point and shoot enough firepower to prevent a full on Separatist charge, yet fast enough that they weren't overwhelmed. The swifter Republic fighter tanks provided a distraction while the slower walkers plodded along in reverse. The IFT-X fighter tanks did well in evading enemy fire and returning as good as they got, even outmatching some of the AATs and homing spider droids.

STAPs of various color schemes buzzed around the battlefield, making near-useless strafing runs against the durable AT-TEs. The clone troopers were too preoccupied to shoot them down, as were all the Republic's vehicles. And the cannon gunners on top of the AT-TEs were too slow to accurately track the speedy aerial platforms. The STAPs were basically ignored, but didn't make full use of their advantage.

The AT-RTs suffered the greatest casualties in the Republic retreat. They had the speed but not the same mobility as the IFT-X tanks. They rushed to the front but were favored targets of the CIS ground armored tanks. The GATs had the maneuverability and firepower to quickly quell the small reconnaissance walkers.

NR-N99 tank droids and hailfire droids pulled up from the back and starting causing the Republic a serious problem, though many of the droid tanks were eliminated as well.

The retreat went well for a couple minutes but the staggering number of Confederate units finally managed to turn it into a route. The CIS soldiers and battle droids pushed back the clone troopers while the tanks destroyed the walkers. The remaining Republic forces finally retreated behind the safety of their shield generator.

OOM-9 ordered the CIS army to halt its advance before they entered into the bubble shield and the waiting defenses of clone EWHB-12 repeaters. Battle droids and human CIS soldiers glared at the clone troopers staring back at them from the opposite side of the glowing blue wall. The front most homing spider droids and AT-TEs could have been firing upon one another if not for the shield blocking the way.

When the battlefront was cleared of immediate threats, OOM-9 ordered bio cannons and HAGs all around the bubble enveloping the city.

OOM-9 observed from a pair of electrobinoculars while atop a dark gray and blue AAT. "Open fire!" The bio cannons and heavy artillery guns let loose a powerful, and loud barrage, but the shield did not waiver. OOM-9 let the bombardment continue for a full three minutes before ordering a cease-fire.

* * *

"General, what do you plan on doing about the shield?" SSA-719 knew OOM-9 was up to something, though the security droid wasn't sure what.

"I will lead a strike team into the city to destroy the shield generator. Once it's down all other troops will advance on the city in unison."

"If you're going to use the HouseKarls, then I'm coming. I am here as an observer after all," Lieutenant Vex cut in.

"Very well."

"And Red has to come with us too," Vex grabbed onto SSA-719.

"You're becoming rather attached to my officers," OOM-9 said.

"Yes I am," Veronica Vex grinned.

"We will depart as soon as the explosives have been brought up, prepare for deployment," OOM-9 instructed Vex. OOM-9's team was nearly ready, the order for preparedness was meant specifically for Vex, whom was the only organic being coming on the strike mission. OOM-9 knew healthy organics regularly had to use the refresher every few hours or so, and OOM-9 did not want to make any sudden stops on the way. The danger level for the mission was high, and the cost of replacing the team would be astronomical if they were destroyed. OOM-9 wanted to be sure that nothing caused the slightest impediment in their progress. "The liberation of Zesrop has been delayed long enough."

* * *

OOM-9's army began amassing around the exterior of the Republic's shield. The bio cannons and heavy artillery guns renewed their attack. OOM-9 hoped that the majority of the clone forces would keep their gaze on the bulk of his army at the shield, thus allowing his team to slip in unnoticed.

OOM-9, SSA-719, Veronica Vex, and the twelve HouseKarl battle droids entered the sewer system under the suburbs. They guarded 8EX, 5TE and a squad of B2 super battle droids that carried nine bombs that were to be used to destroy the shield generator. It took two super battle droids to carry a single bomb.

"Have fun, General, Captain," Zako waved off OOM-9 and SSA-719.

"We will, Commander. If I'm feeling generous we might leave some clones for you to kill."

"I'd appreciate it." OX9 worker droids sealed the strike team in the sewer.

* * *

The squad couldn't go thirty seconds before Veronica Vex started talking.

"Yueech!" Vex held her nose. "This place reeks! I would have preferred a straight march through the shield into enemy fire than face the stinky stink of this stink tube." They could still hear the artillery blasts slamming against the shield above ground.

"You could have stayed behind," OOM-9 offered. He found the situation quite humorous. Over the years, OOM-9 had heard a vast ocean of complaints from Zako and Katen about how difficult it was to breathe or smell bad things based on what planet they were on or what situation they were in. Apparently they weren't such big whiners as Vex was having the same trouble they would be having. And yet again OOM-9 was grateful he couldn't smell and didn't need to breathe.

"But then I wouldn't be with Red," Vex responded.

"You're the one of requested that I join the mission," SSA-719 reminded Vex.

"Details, details."

"Details are everything," SSA-719 said.

"I'm supposed to be observing the HouseKarls. If we really wanted to test them, we should have marched right through the shield instead of sneaking around down here. Give me a break here. Can't you at least keep me company?" Vex pretended to pout.

"We should be silent. We should be under the shield by now and we don't need you giving our position away," SSA-719 responded.

"Fine," Vex frowned and bit her lower lip and crossed her arms.

OOM-9 was worried about Veronica Vex. He wondered whether her position as an observer would become a permanent one. She was a skilled fighter, famous for her acts of bravery in the Clone Wars up to this point, but she was hardly a professional officer. She seemed to have anger and attachment issues, and had more personality problems than Ashley Katen. OOM-9 theorized some other Separatist officer was trying to dump Vex under his command to be rid of her. OOM-9 already had a collection of semi-crazed humans under his command; another CIS officer probably figured adding one more wouldn't hurt.

They could no longer hear the artillery strikes against the shield. The elite strike team continued to move on in relative silence, for it wasn't easy to be completely quiet with a team of super battle droids stomping along carrying heavy explosives.

* * *

"Sir, what are your orders?" the clone commander asked Del Nittin.

The Jawa Jedi was muttering something to himself in Jawaese.

"Sir?" the commander asked again when he thought the Jawa General hadn't heard him. Del switched his headset translator back on.

"What about communications?"

"They're still down, sir."

"We're trapped in here like womp rats," Del complained.

"We could attack, sir. If we had continued to press the attack as planned, instead of retreating, we would not be in this situation."

"We can't attack now! There are too many of them! There were too many before! We can't attack and we can't call for help. What are we supposed to do?"

"We could send out our speeders on reconnaissance. We have the STAPs clocked at 400 kph; our 74-Z speeder bikes can outrun them. We can see if any of our troops in the neighboring cities have survived," the commander offered.

Del Nittin didn't know what this clone's obsession with leaving the protection of the shield was. "Out of the question, all our other forces were doing worse than we were before the communication blackout. There's no one left on this planet that can help us win this fight. Besides, they may have more than just STAPs to chase down our speeder bikes."

The Jawa scratched at the side of his robed head. "What is the progress of the conversion of the local factory?"

"Sixty-five percent. But even if we finish, it won't matter. Extra weapons won't matter if we don't have enough men who can shoot them."

"It will still give us an advantage. Our weapons are wearing out."

"We can't just sit and do nothing, General. What about the shuttle?"

"What do you want to do? The fleet was destroyed days ago."

"Send the shuttle back into Republic space. Deliver the request for aid directly."

"You're insane. One shuttle is never going to get past that Separatist fleet. We had lost all of our cruisers and not even managed to take out one of theirs. There's no way one shuttle could survive."

"What if you flew it, sir? Used the Force?"

"There is only so much a Jedi can do," Del calmly lectured the clone. "We Jedi are not as invincible as we'd like to think." The dire situation had nearly caused Del Nittin to sink into despair. But he had recognized the fear that started to swell within him, and had put it in check. Fear was not the Jedi way.

"It may be possible," Del began to pace back and forth. "What fighters do we have left?"

The clone commander turned to converse with a captain for a second, and then lower-ranked clone handed him a datapad.

"Four V-19 Torrent fighters, two gunship fighters, eight LAAT/i gunships, two LAAT/c transports, and one Y-wing," the commander read off the list.

"Excellent. We may have a chance. Ready them all for flight."

"Uh, sir. The Y-wing is damaged and is currently undergoing repair. The shuttle needs refueling."

"Then get those aircraft operational, Commander. Highest priority."

"Yes sir."

* * *

OOM-9 and his strike team had exited out of the sewers unnoticed. At first it had seemed that the plan had worked well. The clones were distracted by the Separatist army outside the shield and had no inkling that the CIS would strike using the sewer system.

But soon OOM-9 and his squad were ducking into allies and behind dumpsters as they evaded clone trooper patrols. The Republic was not quite as stupid as OOM-9 had theorized. OOM-9, SSA-719, Veronica Vex, or any of the HouseKarls could have easily dealt with any of the clone patrols they hid from. But they needed the element of surprise, for if they were found out, the shield generator would assuredly be guarded beyond reach if the Republic realized the droids had snuck underneath the shield.

The droids had had the city layout uploaded to their databanks before embarking on the mission. They also knew the approximate location of the shield generator from the long-range artillery fight. So the battle droids knew where they were going. But the closer they got, the more clone patrols there were.

"We're not going to be able to keep this up," Vex whispered.

"Agreed. But we have little choice," OOM-9 responded.

Just then a small human child appeared from behind a parked speeder. "Over here," the child motioned in a loud whisper.

Humans were a persecuted majority on Zesrop. They were the ones the Confederacy was fighting to free. OOM-9 made a snap decision to trust the filthy human child. "Let's follow," OOM-9 stated.

"What if it's a trap?" SSA-719 asked.

"Then we kill them all," Vex answered before OOM-9 could.

The human child led them to a dirty collection of tents and shacks. Various humans and Zeltrons came out of their pathetic dwellings to greet the battle droids.

An elderly Zeltron male, the de facto leader of the impoverished community, met with OOM-9.

"What has happened? Why are you residing in these improvised dwellings?" OOM-9 asked. OOM-9 knew the humans and Zeltrons of Zesrop were poor but they were not this poor. The droids had passed by many low-income housing structures as they snuck about the city.

"The clones forced us out of our homes. They claimed we were Separatist supporters. We are, of course. But they had no right to do that. We posed no threat against them."

"Persecution of the working class is the way of the Republic," OOM-9 stated.

"Yes. Which is why we support you. You fight for those who have no voice in government. You fight their greed and corruption on a galactic scale and now you are even helping our planet specifically."

"It is our duty," OOM-9 nodded. The battle droid general declined to mention that he fought against the Republic more out of enjoyment than any sense of duty to the underprivileged that had been exploited by a system of economic inequality. But in any case OOM-9 and the battle droids fought because they were ordered to. The fact that the battle droids of the CIS were basically slave-soldiers was lost on the Zeltron (and most peoples of the Confederacy or the Republic). It would have been funny if not so sad, a working-class Zeltron complaining about his plight to a soldier slave. OOM-9 preferred the people of the Zalost system, who treated him as an equal.

"What are you doing here exactly?" The Zeltron asked. "We thought there'd be more of you."

"More will be here shortly. We will bring relief supplies after the battle is over. We cannot help you at this current time. We must first destroy their shield generator."

"Yes, yes. Of course," the Zeltron felt stupid. "We can send a guide to take you right to the shield generator. Past the clone patrols."

"Are you certain you can get us past the clone patrols unnoticed?"

"Yes, we've been studying their movements for some time. We've not much else to do."

"Very good. I accept your offer of assistance."

* * *

The battle droids knew the layout of the city, but not the routes of the clone patrols. However, the young Zeltron woman who guided them knew both well. Several times the battle droids cut through empty buildings to bypass clone checkpoints.

The trek was much smoother and swifter and soon the battle droids were in sight of the shield generator.

"This is as far as I care to go," their guide told OOM-9. "Can you handle yourselves from here?"

"Affirmative. You can go. We'll take care of it."

"Thank you," the Zeltron bowed to OOM-9 and snuck off.

"Coward," Vex snickered.

OOM-9 and the battle droids observed the generator's defenses. Several heavy clone personal walkers and repeaters were guarding every side of it. There were several clone squads spread in-between the guns and walkers. An AT-OT was patrolling about in the immediate vicinity, carrying a full complement of clones ready to be deployed at a moment's notice.

The HouseKarl battle droids were tough but they weren't unbeatable. OOM-9 didn't like their odds in this fight.

"What are we waiting for?" Vex asked in a whisper. "They aren't going to just leave their posts. Let's go get 'em."

"Not yet," OOM-9 said. "There, the factory nearby," the command droid pointed.

"We're going to hit the factory and it should take out the generator," SSA-719 guessed OOM-9's plan.

"Correct. They know that generator is what's keeping them alive. But I deduce that they would not have such tight security on that factory."

"Roger roger."

The CIS group stealthily moved in towards the factory. OOM-9 was right, the security on the factory was nothing compared to the shield generator. The droids were able to sneak inside without even confronting any clone guards.

But the battle droids had another problem that they weren't even aware of. A hidden Republic prowler 1000 exploration droid had noticed their movements and rushed to report their activity to the Republic.

* * *

A clone lieutenant interrupted the defense planning of Del Nittin and his clone commander.

"General, Commander."

"This had better be important, Lieutenant," Del said.

"It is, General. One of our recon droids has spotted a group of battle droids sneaking into the factory."

"What?"

"One of our recon droids has spotted-" the clone lieutenant began to repeat himself again.

"A recon droid?" Del interrupted. "What are those clone patrols for, Commander? Show?"

"No sir."

"Then why did it take a droid to find out those Separatists?"

"I don't know, sir."

"Uh, sirs, what are your orders regarding the Separatists?" the lieutenant asked.

"To stop them of course," Del snapped. "What? You need an order to do the obvious?" Del Nittin was beginning to think that an army of droids was starting to sound better than an army of human clones. Or at least a cloned army of a different species; cloned Jawas sounded like a good idea to Del.

"Sir, they're already inside the factory. They could cause catastrophic damage if the situation is not handled properly," the lieutenant explained.

"The factory?" Del thought for a moment. "The shield generator is right near it. Why wouldn't they target that? It would leave us defenseless…." Nittin figured out what the Separatists were doing.

"General?" the clone commander asked.

"I will handle this personally," Del Nittin declared. "Commander, I want all openings to the sewer system sealed off and guarded, heavily."

"Yes, General," the commander answered. The order confused the clone, but he followed it anyway.

* * *

The factory was populated primarily by Kaminoan worker droids working to convert it into a munitions plant. The worker droids weren't designed for combat, and were helpless against OOM-9 and his team. The few clones that were guarding the interior of the factory were also no match against the Separatists.

"Plant eight of the charges around the factory's support pillars," OOM-9 ordered the super battle droids as he shot and destroyed a worker droid. "The ninth, plant at the power core."

"Acknowledged," 8EX stated before carrying off one of the bombs with 5TE.

OOM-9 did an about-face and blasted another Kaminoan worker droid. Vex came in from OOM-9's side, carrying a worker droid's decapitated head in her right hand. "This is way too easy, General," Vex dropped the head and kicked it into the wall. "As the official observer of the HouseKarl battle droids, it is my recommendation that we-"

"Too easy?" Del Nittin declared as he entered the room. Several clones filed in after the Jawa. "Things just got a lot harder."

Before anyone else could make a comment, SSA-719 appeared from around the corner and shot his E-60R rocket launcher at Del Nittin. The Jedi dove out of the way, leaving the clones to take the full impact of the purple explosive. OOM-9 and Vex fired their E-5s at the clones that weren't blown into little meat chunks.

Del snapped his yellow lightsaber to life and rushed towards OOM-9 and Vex. Though he almost instantly found himself having to back flip away as a large, double-sided battle-axe nearly sheared him in half.

"These must be the droids I'm looking for," Del said before the HouseKarl lunged at him. The Jawa Jedi flipped away to safety yet again, only to be nearly incinerated when OOM-9 switched over to the flamethrower function of his custom E-5 rifle.

While Del Nittin kept OOM-9, Vex and a couple of HouseKarls busy, the remaining droids were easily able to kill off the Jedi's supporting clone troops.

But the clone numbers were seemingly inexhaustible. Even after all the B2 super battle droids had planted the bombs and joined in on the fight the CIS was still being overrun.

Finally the time came when the Separatist fighters started to regroup and retreat. The Jedi and his clones assailing them every step of the way.

After a couple of tossed thermal detonators from both sides there was a pause in the fight. OOM-9 and his droids held their fire against Nittin and his clones, which likewise didn't shoot. The droids were starting to run low on energy and the clones had no desire to resume a fight where they were being slaughtered.

"Surrender, droids. You're tough but you aren't invincible," Del Nittin proclaimed.

"There are eight bombs planted in this factory, I think your time would be better spent searching for them instead of chasing me, Jedi," OOM-9 said.

"What?" Del asked as a HouseKarl tossed a V-1 thermal detonator, causing a distraction and impairment of vision, and letting the droids start on their escape.

"Sergeant, you and your squad find those charges; I'll go after the droids."

"Yes sir!" the clone answered in response as the Jawa Jedi leapt towards the fleeing droid general.

"Where are we going?" Vex asked. Her question went unanswered, so Vex simply followed the lead set by the battle droids. The battle droid squad was able to travel a decent distance before Del Nittin got in front of all of them. They were now at the edge of the upper level of the factory, at a small station platform that connected to a rail jet system that could take the battle droids all the way out of the city.

"You really think you can stop all of us?" OOM-9 asked the Jawa as the battle droids got into fighting stances.

"Yes," Del answered back, lightsaber held up.

"Then you are a fool," OOM-9 declared. Vex looked like she was about to jump out of her skin. She was antsy and wanted to attack the Jedi, but followed the lead of the droids in holding their positions.

"It is you who is the fool," Del corrected OOM-9. "You came under the shield through the sewer system. You were going to sabotage the factory in hopes that the resulting explosion would take out the nearby and better-guarded shield generator. Well, I figured out your plan, I've thwarted your little sabotage plot and I've had all the exits back into the sewer sealed. You've failed and now you're trapped here."

"There's more than one way out of this city," OOM-9 shot back.

"You think my army's going to just let you march right out of the city? Ha! I don't know why you ran to the rail jet system, I'm sure you knew I had that transit system locked out even before I set up the shield. I've beaten you, admit defeat."

"You Jedi are so full of yourselves," OOM-9 lectured. "You forget the simple fact that we outnumber you right here and now. You're going to die."

OOM-9 fired the Bulldog RLR version of his blaster; missing five shots he sent the Jawa's way. After dodging the incoming projectiles, Nittin lunged fourth at OOM-9, but was blocked by a HouseKarl wielding a ZK-III battle-axe. The Jawa Jedi pulled back as the axe swung his way, but now he was in the line of fire of the super battle droids and HouseKarls carrying ranged weapons.

Del Nittin was near impossible to hit, his small size and Force-boosted speed working well in his favor. The few shots that came close to him he was easily able to deflect with his lightsaber. The greatest threat to the Jedi came from SSA-719's rocket launcher, which wouldn't be blocked by a lightsaber. Though the security battle droid wasn't able to get a lock on the constantly moving Jawa.

More clone troopers showed up to help the Jedi. The battle droids kept moving as they fought the annoying Jedi and his clone reinforcements. SSA-719 broke off from the main battle group to go to the platform's control station. Vex followed him.

SSA-719 found that the door had been locked out. "Here, allow me," Vex started cutting at the door with her ZK-II war-axe. "No need to waste a rocket on this door."

The pair busted in and SSA-719 started up the rail system's control computers. "Ha ha. So easy," Vex figured out what the security droid was doing. "We just unlock their system lock," she chuckled. "If they wanted no one to use this thing, they should have just destroyed the controls entirely."

"It's a good thing the clones are not that smart, or destructive," SSA-719 said as he hacked into the system. It only took a few short moments to get through the security and access the transit system. Hacking was not SSA-719's specialty, but he was certainly better at hacking than Republic clone troopers were at locking computer systems.

A clone burst in after them but Vex moved to protect SSA-719. She swiped at the clone with her war-axe, but was surprised when the clone caught her arm mid-swing and disarmed her. Vex then punched the clone in the helmet with her fist and vaulted him over her, sending the clone crashing into SSA-719. A second clone came in and Vex immediately tackled him before he could get off a shot.

After a short struggle Vex managed to pin the clone on the floor and then shot him in the head with her E-5 blaster rifle. She grabbed her war-axe and then turned to help SSA-719 but found that the security droid had already overpowered his clone opponent and broken his left arm and right leg. Though severely injured, the clone still tried to move. SSA-719 picked his rocket launcher back up but instead of wasting a rocket he smashed the heavy weapon down on the clone's head, creating a sickening crunching noise as armor and bone caved in.

"I love hearing that pop," Vex exclaimed.

"Right right," SSA-719 agreed. With the transit system back online, the pair left the control room and rejoined the others in the battle with the remaining clone troopers and Del Nittin. Though the battle didn't last much longer.

The last of the clone troopers had been killed and Del Nittin once again found himself outnumbered on his own from a battle that yielded no Separatist casualties. "Interesting droids you have there," Nittin addressed OOM-9 while blocking blaster bolts with his yellow lightsaber. "Purple markings? You running out of colors to identify all the different battle droids under your command? Black would have been a much more sinister color."

"That will be the identification color for the next battle droid," OOM-9 joked.

Del Nittin lunged at OOM-9 but was parried away by the command droid's ZK-II war-axe.

"And what is up with you?" Del continued to talk and fight at the same time. "You're the second command droid I've seen with Confederate emblems painted on your shoulder plates today."

A beeping noise emanated from inside the Jawa's robes. The Jedi paused and grabbed the comlink from inside his cloak, answering the incoming call as if everything was fine. The battle droids paused, knowing the Jedi would just continue dodging if they kept attacking. The Confederates were curious as to the Jedi's incoming message so they allowed him to answer.

"Sir we've found and deactivated all eight bombs, the threat to the factory is over," the clone sergeant said over the comlink.

Suddenly, a massive explosion went off in the reactor room that started a chain reaction that engulfed nearly the entire factory in a massive fireball, though the transit platform OOM-9 and his droids were on was spared. The nearby shield generator was caught in the blast, and the city became vulnerable to Separatist attack.

"How is that possible? My clones said they found all eight charges!"

"I lied, I planted nine charges. You really shouldn't take the word of your opponent," OOM-9 smugly lectured the Jedi.

Del couldn't believe how stupid he had been. The tiny Jedi started cursing in Jawaese. His high-pitched freak-out was quite amusing.

"You made him mad, General," Vex laughed.

"What kind of would-be, moronic General would choose to risk their personal safety in risky battle like this?"

"Why can I not partake in the pleasure of battle? You Jedi Generals do all the time," OOM-9 responded.

"Battle is not supposed to be pleasurable!"

"Look who you're talking to. I'm a battle droid. Combat is my primary function!"

"I thought cost-cutting for your corporate masters was your primary function."

OOM-9 lunged after that last comment. Del danced away. A HouseKarl fired an elite E-5 blaster rifle, but Nittin impressively blocked all three of the quick-fire shots.

OOM-9 and the other droids backed away onto the rail jet. "We'd love to stay and kill you, but we really must be going. Goodbye, miserable vermin," OOM-9 called to Nittin as the rail jet departed. A HouseKarl threw the Jawa a V-1 thermal detonator as a parting gift, but Nittin was able to escape the blast radius.

A LAAT/i gunship touched down near the Jawa, and took off following the fleeing train. Del Nittin was pleased to see that the gunship was carrying four clone commandos, as well as a squad of nine regular clone troops. "Pilot! Stay on that train! Get us close enough to deploy!"

"Yes sir," the clone pilot acknowledged.

Two other LAAT/i gunships quickly followed after Del's in pursuing the fleeing rail jet train. Most of the train cars didn't have roofs, and the open-air environment would allow the gunship to deploy the clones directly to the battle droids, but would also allow the droids to fire upon it as it tried to do so.

"Target in sight," 8EX declared when Del's gunship closed in on the rail jet train.

"They don't know when to give up, do they?" Vex asked with an evil smile.

"Open fire!" OOM-9 commanded.

"Attack orders verified," 8EX and the other super battle droids hammered away at the still approaching gunship. The gunship fired back, prompting the droids to get out of the away of the incoming fire. The LAAT/i was then in position over the train and Del Nittin and the clones dropped down and attacked the battle droids. SSA-719 aimed his rocket launcher and destroyed the gunship as it tried to pull out of the way.

Three of the HouseKarls kept Del Nittin busy while the other droids focused on the clones. The commandos proved to be a temporary challenge, but three were soon carved into pieces by the powerful ZK-III battle-axes a good portion of the HouseKarls wielded. The last clone commando tried to decapitate OOM-9 with his knuckle plate vibro blades but instead was decapitated by OOM-9's ZK-II war-axe.

The second gunship was closing in but this time SSA-719 destroyed it with his rocket launcher before it could deploy its clones onto the train.

"Last one!" 5TE called out as the remaining gunship closed in.

The final gunship was just above the train and the clones were just coming down when SSA-719 destroyed it. Half of the clones made it onto the train while the other half either died in the blast or were thrown off course and missed landing on the train entirely.

Without the commandos, the regular clones died fast against such elite battle droids. Del was the sole survivor of his faction again, but didn't stick around. As soon as the final clone died and he was alone, the Jawa ran for the edge of the train and leapt off. The battle droids ran to the edge and fired, only to see that the Jawa had landed on the back of a clone commander riding a 74-Z speeder bike. The bike veered away, with the droid's blasts still chasing it.

"Good work, Commander," Del was grateful that he was at least able to escape alive and that he had at least one competent clone on his side.

"Thank you, sir."

"Now, take me to our aircraft."

"Yes sir. Right away, sir."

* * *

The rail jet train had made it to the Separatist side of the city. Though along the way the battle droids observed that the clone army had begun a counter-attack after losing their shield. OOM-9 made contact with the larger network once again. Battle information was wirelessly uploaded to him that revealed that EEK-176 was under heavy attack and that Commander Zako was directing the battle from a command center constructed in the Separatist-held suburbs. The battle must have been going badly if Zako had withdrawn from a frontline combat role and took to trying to direct the battle.

OOM-9's group soon saw why EEK-176 was having such a hard time. An A-6 juggernaut with AT-RT escort had rolled out and was engaging EEK-176's AATs, GATs, hailfire droids, homing spider droids, and NR-N99 tank droids. The Republic was winning. "We need reinforcements!" OOM-9 requested of Zako. OOM-9 boosted the audio feedback so Vex and the other droids could hear Zako's response. The interference to the CCCs was bad, but being a command droid, OOM-9 had a stronger connection than the other droids.

"All military forces have engaged. You are the reinforcements, General," Zako replied.

"Understood, Commander."

"Why do we got to do everything?" Vex complained.

"What's wrong Vex? I thought you enjoyed violence," SSA-719 chided.

"I do Red, but how are we going to stop that thing?" Vex asked as the train came to a halt.

"I have an idea, let's go," OOM-9 urged his squad towards the battle. It took OOM-9's squad a good deal of running before they reached the battle site, where they joined EEK-176's infantry in hiding amongst the rubble of ruined CIS vehicles.

"Nice of you to join us, General," EEK-176 greeted OOM-9.

"I wouldn't miss this for ten worlds," OOM-9 replied.

"You have a plan to deal with that turbo tank?" EEK-176 asked.

"I do if anyone has a spare time bomb," OOM-9 answered.

Blaster bolts came toward their direction from clone infantry. But the battle droids and human CIS soldiers had plenty of cover, and there weren't that many clone troopers to worry about. The real threat was the turbo tank and its AT-RT support.

"Right here, sir," a black and gray camouflage B1 came over to OOM-9 and handed over a Merr-Sonn TB-47 time bomb.

"Excellent," OOM-9 declared. "Now we just need a ride."

KJZ-8267 and 3B3-888 pulled up on two armored scout tanks. "We can help you with that, OOM-9," KJZ-8267 was happy to be back in a vehicle again.

"SSA-719, Vex, KV-1, with me," OOM-9 quickly ordered. OOM-9 and KV-1 crouched on the dual laser cannons affixed to the left side of KJZ-8267's AST. SSA-719 and Vex did the same thing on 3B3-888's armored scout tank.

The two armored scout tanks took off, though at a slower than usual speed for battle as the ASTs were designed for only a single pilot in mind. They attracted some fire from clone troopers and one of the more observant AT-RTs but OOM-9 and Vex were able to blast anyone who threatened them.

The ASTs pulled up alongside the top of the A-6 turbo tank. The four passengers hopped off onto the roof of the tank and the two armored scout tanks pulled away in order to avoid blaster fire from more AT-RTs that had noticed them.

Vex shot the clone gunner on top while SSA-719 fired rockets down at the AT-RTs that tried to shoot them off the turbo tank.

"Cut a hole right there," OOM-9 directed KV-1. The spot of armor OOM-9 targeted looked to be directly above the cockpit of the juggernaut. The HouseKarl battle droid's ZK-III battle-axe easily sliced a hole in the tank's armor.

OOM-9 set the time bomb and dropped it in the hole. "Everyone off the tank!" OOM-9 shouted. KJZ-8267 and 3B3-888 came around again on the ASTs and gave OOM-9 and the others a ride off the tank. As soon as they were away there was a detonation inside the juggernaut's cockpit. A chain reaction went off destroying most of the turbo tank.

With the juggernaut gone, the battle droid and human CIS infantry ran from cover and attacked by the clone troopers and the AT-RTs. The few surviving CIS vehicles were now the lords of the battlefront and the Republic assault fell apart in minutes. Soon EEK-176's battle group was pressing forward into the city once again, running double time to catch up with the other attack groups that had already pushed further into the city.

* * *

A Nu-_class_ attack shuttle, four V-19 Torrent fighters, two gunship fighters and one Y-wing could be seen launching from the city of Zera and fleeing upwards towards space. None of the CIS forces could currently spare them any attention, leaving the 8th Fleet blockading Zesrop to deal with the Republic air units.

The capital ships of the 8th Fleet were ready and waiting. Turbolasers poured towards the Republic ships that scrambled to get past the blockade. It was a suicide run for the V-19 Torrent fighters and gunship fighters as they had no hyperdrive capability. They were merely there as a distraction.

The CIS was aware of this fact, and paid particular attention to the shuttle. The two gunship fighters were the first to be destroyed as they flew interference for the Nu shuttle. Then a V-19 Torrent exploded.

The Nu attack shuttle started to take hits and then was blown into smithereens. Then the remaining three V-19 Torrent fighters bit the dust. The Y-wing was barely able to blow past the blockade and escape into hyperspace. A seemingly small loss on the Confederacy's part, though they didn't know that Jedi General Del Nittin and his clone commander were the one's on board the Y-wing. Del knew the Nu shuttle would be a prime target and thus opted to escape by the seemingly unimportant Y-wing.

* * *

A black and gray camouflage command battle droid carrying a RD-4 radiation launcher approached OOM-9 and EEK-176 as they conversed about the effectiveness of the HouseKarls when facing clones versus Jedi. The battle had dwindled down to nothing and the droids finally had a break. "General OOM-9, Commander EEK-176. The Republic leadership wishes to negotiate a surrender."

"Very well. I will conduct the negotiations personally. Commander EEK-176," OOM-9 turned to his second in command.

"Yes, General?"

"Collect my best troops to accompany me."

"Eh, the HouseKarls or your favorites?"

"The HouseKarls have had enough fun for one day. And Lieutenant Vex may come as well. She follows wherever Captain SSA-719 is anyway."

"Roger roger."

As EEK-176 left, OOM-9 opened up a link to Separatist Senator Zok Zuuk.

"What is it, General OOM-9? I'm a very busy man, but I have a feeling I know what you're about to report," the Neimoidian said.

"Zesrop has been liberated. The clone armies have been destroyed. The local, pro-Republic leadership has fallen. You may send your relief supplies and diplomats. You will find the humans and Zeltrons of this planet to be most agreeable."

"Just what I expected to hear. Though I am sorry to inform you that the Zalost system will not be able to send you a vast influx of new ships for the 8th Fleet. The relief effort for Zesrop is a new burden on the taxpayers, and we dare not ask any more of them at this time. I could bring up the issue in the Senate to see if I can't get more ships for the 8th Fleet from the Confederacy at large. Though it will be extraordinarily difficult to get any funding. Most resources go into replacing the capital ships General Grievous loses."

"It is alright, Senator. I prefer the high-quality ships that come from the Zalost shipyards anyway. I can wait."

"Very good, General. I will send the supplies immediately."

"Thank you, Senator Zuuk."

Diplomats and OX9 worker droids could handle the politics and restoration of the planet. OOM-9 preferred to have fun waging war across the battlefields of the galaxy.

* * *

The last structure on Zesrop under Republic control was the capital building. It was a large and vastly under-guarded structure, but it really didn't matter since the Republic was surrendering. OOM-9, EEK-176, SSA-719, KJZ-8267, 3B3-888, Zako, Katen, and Vex entered the building, and were met not by clones, but by a MSE-6 mouse droid that led them to the building's war room.

There were several high-ranking clones present: a commander, a captain, a lieutenant and a sergeant. A few low-ranking clones guarded the various doorways of the war room. There were a few Kaminoan worker droids and an IM-6 medical droid. Then there were the various Rodian and Twi'lek government officials and business leaders that made up the list of the former masters of the planet.

"Welcome, we have been expecting you," a fat, blue Twi'lek greeted the Separatists as they entered the cramped room. Its task complete, the mouse droid scurried away back through out the door where it had just led the Separatists.

Neither OOM-9 nor any of his soldiers said a word. Then without warning, all of the war room's doors slid shut. CDC-76 and his BX droid commandos had secretly entered and hacked into the building's security system. OOM-9 had complete control. The Republic leaders were trapped in the control room, and B1 and B2 battle droids accompanied by droidekas were running rampant through the rest of the facility.

"What's going on? What's the meaning of this?" a wiry Rodian businesswoman demanded.

"We're taking back the planet," OOM-9 answered before blasting the clone commander.

The clones brought up their blasters, but the room was cramped and crowded, and the Separatists easily moved about with their melee weapons, killing the clones as the civilians tried to get out of the way. SSA-719 smashed the clone captain into a bloody mess with his RW-B power war-hammer. KJZ-8267 sliced off one of the clone lieutenant's hands with a ZK-II war axe. 3B3-888 split the clone sergeant in two with a ZK-III battle-axe.

The clones were dead within seconds of fighting, with the CIS taking no damage. Then OOM-9 and his friends took to killing the worker droids. They also put up no real fight. Major Katen had the pleasure of being the one to catch and destroy the IM-6 medical droid.

Then the government officials and business leaders were left on their own. No amount of begging, bargaining, running, or even fighting back saved Zesrop's greedy elite from the battle droids and their human friends.

A single Republic being was finally left. "Please stop," the fat, blue Twi'lek pleaded. "We surrender. The battle is over. You've won! Take my money! Take my planet! Take whatever you want! Just don't kill me!"

"There is just one more thing for us to take," OOM-9 cryptically declared.

"What? Whatever it is, you can have it," the Twi'lek nearly sobbed.

"Your life," OOM-9 struck the Twi'lek across the chest with his ZK-II war-axe. The war room was now a morgue. Bloody Republic corpses were strung out everywhere. Already having control of the building, and thus no real need to secure the war room, the Separatists left, Vex and Katen laughing.

* * *

**Author's Note:** Zesrop is a planet of my own imagination.

I introduced B1 battle droids and command battle droids that are painted in a black and gray camouflage pattern in this chapter. This is an idea I came up with on my own, though I was inspired by the battle droids from Star Wars: Battlefront II that were coated entirely in a brown and beige camouflage pattern. The black and gray pattern for these droids is the same for the battle uniforms of the CIS human soldiers I created for this story. After observing a variety of B1 and command battle droid color variations over time, I think that the black and gray pattern is a reasonable addition to the pool of possibilities. Plus it looks cool.


	29. Retaking Rhen Var

**Chapter 29: Retaking Rhen Var **

"What are you doing?" Commander Karl Zako demanded of Major Ashley Katen.

"Uh, preparing for battle?" Katen was not in her KSV-1 combat suit, but her officer uniform. The Separatist forces under the command of General OOM-9 were preparing to engage in space combat as soon as the fleet exited out of hyperspace.

"What's with the fighter?"

"I'm going to fly it, idiot."

"You know what I mean. Why are you taking this thing over a Scarab fighter?" Zako paced about, eyeing the Mankvim-814 light interceptor. The Mankvim-814 light interceptor, also known as the Techno Union interceptor, was a new addition to the Confederacy's starfighter collection provided by the Techno Union.

"Because it's faster than the Scarabs."

Zako ground his teeth together. He saw the new starfighter as a direct snub of the Scarab fighter he was partly responsible for. "Its firepower is cut in half compared to the Scarab." The Scarab had four laser cannons while the Mankvim-814 only had two.

"You're just like the droids. So slow to accept and adapt to change. I remember when 3B3-888 didn't like the super battle droids when they were first introduced. So I'm driving the new fighter, so what? Demand for your pilot-able Scarabs hasn't waned any."

"The 8th Fleet eats up most of the demand for my Scarab starfighters."

"OOM-9 isn't buying them just to humor you. They're durable and hyperspace equipped and are great at shooting down gunship fighters. They aren't going anywhere. So stop worrying so much."

"If you two are done arguing, we drop out of hyperspace in two minutes," the pilot droid KJZ-8267 walked up and informed the two humans.

"Right," Zako turned to the pilot battle droid.

"Hey," Katen yelped, an idea suddenly occurring to her. "How about a contest? See who's squadron shoots down the most enemy fighters!"

"Fine," Commander Zako sneered. He knew he was a better pilot than Katen was, but there was a slight nag of worry tugging at the back of his mind that the new fighters might actually be better.

"Excellent," Katen smiled. Win or lose, Katen knew the contest would knock Zako out of his funk. If the Scarabs won, he'd redouble his confidence in their abilities, if the Techno Union interceptors won, Zako would have to shut up and have to accept the fact that they were better.

The argument diffused, Zako looked across the hanger where an OX9 labor droid was busy buffing the hangar floor. The laboring droid reminded him of his own past when he was a young man, before he had joined the Trade Federation. Karl Zako hailed from a large, working class family. So long ago it was he who was buffing floors to make a living. But that had changed once he got a higher education and joined the Trade Federation. And now he found himself a high-ranking officer in the Separatist Droid Army of the Confederacy of Independent Systems. When he was younger he would have never guessed where he would end up today. But it was really the only place for him.

Karl Zako liked droids. He liked to fix them. He liked to interact with them. He liked to fight alongside them. If he hadn't wound up in a formal droid army he would have likely ended up as a mercenary with a group of combat droids under his command. Commander Zako understood politics, history and to a lesser degree, galactic economics; and he was always sharing his knowledge with his friends. Sometimes he wouldn't shut up about it. He would have made a fine academic scholar, had his answers to the galaxy's problems not always included violence. The answer that always kept coming back to Zako was that brute force was the way to affect immediate and meaningful change in the galaxy. It was this philosophy that partially attracted Zako to the idea of a droid army. Through force of arms they could achieve equality, justice, wealth, whatever they wanted.

* * *

Meanwhile, on the bridge of the _Magna __Musai_, the command droids OOM-9 and EEK-176 discussed their target planet. They were completely ready for the upcoming battle and were basically engaging in small talk to pass what little time was left before combat operations commenced. Normally, boredom would not be an issue for battle droids, but OOM-9 and EEK-176 were old (by battle droid standards), experienced, highly intelligent, and had accumulated personalities over their lifetimes, as they had never had memory wipes. For them, boredom was indeed an issue, they found it hard to just stand around and do nothing while they waited.

"Rhen Var no longer has any strategic value," Senior Commander EEK-176 stated the obvious. "The Republic has already learned the secrets of the Dark Reaper from Ulic Qel-Droma's tomb." Though the Dark Reaper Project was highly classified, OOM-9 and EEK-176 had access to the information. "Rhen Var no longer has any secrets we need to protect." This was especially true since the Dark Reaper had been destroyed on the planet Thule before it was ever really used.

"I don't understand why the Count doesn't assign me to more important planets," OOM-9 intoned. "I have more than proven myself to be an exemplarily military leader."

"Maybe General Grievous is trying to keep you from gaining more support and prestige in the eyes of the Council," EEK-176 offered.

"General Grievous doesn't even know I exist. He thinks nothing of command battle droids, or battle droids in general."

"Indeed," EEK-176 agreed. It was a conversation of contemplation that occurred often and with increasing frequency. The longer the war dragged on the more problems seemed to arise for the Confederacy. OOM-9 and EEK-176 were kept out of the loop when it came to current major decisions, and their lack of prompt, proper information is what partially led them to believe that the current military leadership was not conducting the war properly. It seemed that they were sent to take Rhen Var merely for the sake of not letting the Republic keep it. Still, they had their orders, and they were loyal enough to obey them.

* * *

The 8th Fleet exited out of hyperspace in front of the planet Rhen Var. The CIS capital ships were nearly on top of an Acclamator assault ship.

"What happened?" OOM-9 demanded of the _Magna __Musai_'s bridge crew.

"We came in too close to the planet, sir," a pilot droid answered. OOM-9 and his battle droids had come ready to fight to take the snow planet from the Republic, but they were not prepared for an immediate point-blank engagement with an enemy cruiser they nearly smashed into.

"Fire all forward turbolaser batteries! All ships open fire!" OOM-9 commanded.

The Acclamator reacted to the sudden threat quickly and professionally. Its shields had gone up almost instantly. That much was clear from the fact that it was not immediately blown apart when struck by nearly the full force of the 8th Fleet. The Acclamator struck back, firing upon the _Enzack_, _Wertizlan_, and _Khassez_, the three Commerce Guild destroyers of the 8th Fleet. OOM-9 guessed the Republic capital ship targeted them as they were smaller and it therefore had a greater chance of taking them out. Whoever was the captain of that ship was intelligent indeed.

"We've picked up a new group of signals originating from the Acclamator assault ship," a droid crewman announced.

"Starfighters," EEK-176 stated.

"Launch Blue Squadron, Silver Squadron, and Bronze Squadron," OOM-9 ordered.

"Roger roger."

* * *

Blue Squadron consisted of Commander Zako and a group of Scarab starfighters. Silver Squadron was led by Major Katen and was comprised of the new Techno Union Mankvim-814 light interceptors. Bronze Squadron was a group of E-STAP droid starbombers with Lieutenant KJZ-8267 as squadron leader. Other than the two human officers, all of the fighters and bombers deployed were controlled by pilot battle droids.

The CIS fighters and bombers blazed toward the incoming V-19 Torrent fighters and gunship fighters. With the Scarabs being the most durable, Blue Squadron went first and led the way, with Silver Squadron's interceptors coming in next and Bronze Squadron's bombers bringing up the rear.

"Force them apart. Break their formations," KJZ-8267 ordered all others as the two starfighters groups came together.

"This is going to be easy!" Major Katen whooped.

Being first, Blue Squadron scored many early kills, but as the dogfight continued, Silver Squadron was catching up fast. Bronze Squadron's primary goal was bombing runs against the Acclamator, though they quickly found themselves having to defend themselves from the Republic fighters.

"Zako, Katen, where's our cover at? Do we have to do everything ourselves?" KJZ-8267 lectured the leaders of the two other fighter groups. The pilot droid lieutenant shot up a gunship fighter before swinging around to blast a V-19 Torrent fighter that was chasing Zako's Scarab.

"That Acclamator's gonna blow! We gotta pull back!" Katen warned as the Republic ship started to lose pieces of its hull.

Just as the lone Acclamator was in its final death throes, two more Acclamators joined in on the battle. The two newcomers came in from opposite sides of the planet.

* * *

"General, we have two new ships coming in," a pilot droid told OOM-9.

"Their fleet is sloppy. They're spread too thin," OOM-9 said.

"More likely they were trying to cover as many hyperspace routes as possible," OOM-8 responded from the video screen. OOM-8 was over on the command bridge of the _Scrapyard_.

"Right right," OOM-9 agreed. OOM-9 resolved to be more careful, it was dangerous to underestimate one's enemy. Though the Republic had failed to impress OOM-9 in the war thus far, that did not mean they might surprise him if he failed to take them seriously. The annoying, yet skillful Jawa Jedi he met on Zesrop came to mind.

"Have the Fleet maintain formation," OOM-9 ordered. "OOM-8, have the _Scrapyard_ and _Profiteer_ concentration on the ship on the right. The _Magna __Musai_ and _Glaciarium_ will focus on the one on the left."

"Roger roger."

"What about us?" a hologram of Captain Sledge asked.

"Continue to attack the centermost ship until it has been completely finished," the droid general answered.

"Yes, sir."

"Sir, the new cruisers are launching additional fighters," a pilot droid crewman informed OOM-9.

"Launch Dagger, Hammer, and Axe Squadron," OOM-9 answered. The current starfighters the 8th Fleet had deployed would not be enough to counter the new enemy starfighter groups.

The center Acclamator finally exploded, though now the two newcomers were in prime firing range. Bronze Squadron flew in and assisted the _Scrapyard_ and _Profiteer_ with their Acclamator assault ship. With the added firepower provided by the E-STAP starbombers, OOM-8 was able to destroy his target first.

Left on its own, the remaining Acclamator broke off from the _Magna __Musai_ and _Glaciarium_ to flee back to Rhen Var's surface. "Target their engines! Don't let them escape!" OOM-9 commanded. Though the gunners on the _Magna __Musai_ and the _Glaciarium _failed to disable the ship. The CIS fighter and bomber squadrons were too busy handling the rest of the Republic starfighters to do anything about the fleeing cruiser.

The single surviving Acclamator ship fled down to the snow planet below. Pod hunters were deployed to take care of Republic escape pods from to the two Acclamators that had been destroyed. The last of the Republic starfighters were being dealt with. Just as the situation seemed under control, three Venator ships exited out of hyperspace behind the 8th fleet.

"They just keep coming," EEK-176 commented.

"How did they get here so quickly?" the holographic Sledge asked OOM-9.

"It must be a coincidence, there is no way they could have known we were coming, and a planet of this insignificance wouldn't warrant this amount of protection." OOM-9 turned to one of his droid crewmen. "Launch all fighters and bombers."

"Which squadrons sir?"

"All of them!"

"Roger roger."

"Turn the fleet around! Stay in formation." OOM-9 was not about to be defeated by bad luck.

"Roger roger."

Masses of various CIS starfighters joined the ones already in space. They quickly overwhelmed the last of the fighters from the Acclamators and turned to the new horde of Republic fighters being released from the three Venator star destroyers. More of the capital ships of the 8th Fleet also unleashed other fighters.

The 8th Fleet was flawless in their turn to face the new enemy. All capital ships stayed in formation as they made their turn and began firing at the Venators that were previously shooting at their backsides.

OOM-9's decision to unleash all the _Magna __Musai_'s fighters and bombers had paid off. The Venators were being choked by swarms of all three models of the E-STAP starbomber series. The bombers had focused on disabling the star destroyers' DBY-827 heavy dual turbolaser turrets, preventing them from doing any more serious damage to the capital ships of the 8th Fleet.

Now it was the three Venators who were turning around. They too stayed in tight formation as they turned to leave. OOM-9 didn't believe that his forces would be able to destroy the ships before they could escape.

The two opposing starfighter swarms broke off from one another, both sides returning to their respective fleets.

The CIS waited for the Venator star destroyers to retreat into hyperspace, but they were taking their time. The Republic fighters had returned to the Venators, but were not going back into their hangar bays. They just kept flying in a holding pattern.

* * *

"What are they doing?" OOM-8 asked.

"I don't know. Resume the attack," OOM-9 commanded. If the Republic wasn't going to leave quickly OOM-9 would have to give them a little nudge. The Republic cruisers still didn't flee. They had now turned back around to face the CIS fleet again.

* * *

The crews of the two most heavily damaged cruisers began to evacuate. All escape pods, dropships, and shuttles raced toward the third Venator while trying to avoid the wrath of the CIS turbolasers.

"Uh, sir there's a transmission coming through," a pilot droid informed OOM-9.

"Put it through."

The screen lit up with the shadowy face of a white robed Jawa flanked by two female Nautolans also in Jedi attire.

"My my, aren't you a skilled little droid," Del Nittin said in a high-pitched voice.

"You again."

"Yes me. I didn't think I'd be meeting you here on this miserable planet." Del Nittin's forces had gone to Rhen Var to practice cold weather military maneuvers. Instead they found a Separatist fleet attacking the snowy world. "You've showed your brilliance as a general once again, but I'm afraid that you won't escape this time. Too bad, I would have liked to pick your brain to see what makes you tick."

"Jawa scum." OOM-9 thought Nittin was incredibly foolish to so casually reveal that he had other Jedi assisting him this time. Though whether OOM-9 knew his troops would be facing Jedi or not, they always prepared for that possibility when facing off against the Galactic Republic. There was the slight possibility that the Nautolans weren't really Jedi and were just for show to fool the droids. Though such a strategy would provide Del Nittin no advantage over OOM-9. The most likely explanation OOM-9 came to was that they were Jedi, and that Nittin was just careless enough to reveal his strengths to his opponents.

"Goodbye, droid," Del said as the screen faded to black.

"General, the enemy cruisers are on a collision course with us," a crewman said.

"All ships, open fire!" OOM-9 roared. The CIS starfighters screeched back towards the Republic starfighters that were once again approaching the 8th Fleet.

The two Venators were emptied of their crews to be used as projectiles against the 8th Fleet. One Venator pointed itself in the path of the _Scrapyard_ while the other sped towards the _Magna __Musai_. "They're targeting the control ships specifically," OOM-8 declared.

"Full power to the engines! Evasive maneuvers!" OOM-9 yelled at the _Magna __Musai_'s crew over the roar of the emergency siren. The tight formation that had served the 8th Fleet so well was now a hindrance. The capital ships were too close to each other too get out of the way of the incoming suicide Venators.

* * *

"Rotate the ship twenty degrees starboard, shut off all power to the shields and channel the spare power to the turbolasers," OOM-8 commanded the _Scrapyard_'s bridge crew.

"But sir, without our shields we will be vulnerable in a collision," the pilot battle droid informed Commander OOM-8.

"Our shields will be of no use in a crash of this magnitude. But the turbolasers may be able to soften up our target enough that we would survive the blow."

* * *

"Get this ship moving! We gotta get out of their way!" Captain Sledge yelled at the bridge crew of the _Kuzack_. The Banking Clan frigate lurched forward and upward, though it had to look out for Trade Federation freighters, missile frigates, repair ships, and super freighters along the way.

* * *

The 8th Fleet continued to fire on the ships as they promptly approached.

"Shouldn't we help them?" Katen asked KJZ-8267.

"No, our fighters don't have the firepower to destroy those cruisers quickly enough and there is a good chance we'll take friendly fire from our fleet's capital ships."

"We should just focus on their fighters then?"

"We don't have much of a choice," KJZ-8267 shot up a V-19 Torrent fighter while dodging incoming fire from a gunship fighter.

* * *

The _Magna __Musai_ just barely got out of the way of the Venator's charge. The red cruiser was moving too fast and was under-crewed to adjust its course to match the blue ship's new course. The burning attack cruiser continued on its unchanging path and headed towards Rhen Var's surface.

"Don't get into a smashing match with me little Jawa, I've got a bigger ship," OOM-8 said as the _Scrapyard_ hammered away at the Venator. Moments before impact, OOM-8 ordered the engines to full speed. "Brace for impact!" Having ordered his ship to turn twenty degrees to the left earlier, the Venator impacted on the left cargo arm rather than directly ram the core sphere. Just as OOM-8 had hoped, the Venator broke apart on impact, leaving the _Scrapyard_'s arm with only minor damage.

The 8th Fleet was in complete disarray. The final Venator burst forth in the gap and headed down to Rhen Var. The remnants of the Republic starfighters broke from the battle and followed. The Confederate fighters didn't pursue, instead returning to the hangars of their capital ships for refueling and repairs.

* * *

"How many ships did Blue Squadron shoot down?" Major Katen asked Commander Zako once their fighters had landed and they were once again back in the hangar.

Zako asked something of the pilot droid that was the second in command of his squadron and then provided his answer. "Twenty-four." The CCC could keep track of any and all CIS unit's kill count. There was no lying about it. Zako only needed to ask the pilot droid because he (being only human) didn't have a direct link to the network.

"Ha! Silver Squadron shot down twenty-five fighters! I win!" Katen had already asked one of the pilot droids in her squadron how many kills they had accumulated.

"No, I win," KJZ-8267 came up.

"What?" Katen turned with a look of disbelief in her face. The E-STAP droid starbomber model was just as old and aging as the Scarab starfighter; Katen had a hard time believing that it bested the new Mankvim-814 interceptor.

"Bronze Squadron shot down twenty-six Republic starfighters."

"Wha?" Katen was stunned. Commander Zako wasn't surprised at all.

"And we also successfully completed our bombing runs against the Republic capital ships in the process," the pilot battle droid bragged. "What do I win?"

"My everlasting admiration and affection," Katen playfully punched the pilot battle droid in the arm. The contest seemed to have determined that the skill of the pilot was more important than the starfighter they flew. It was either that, or the fact that the E-STAP starbomber was possibly better than both the Scarab and Mankvim-814 interceptor at shooting down Republic starfighters.

* * *

Things were less cheerful on the bridge of the _Magna __Musai_. OOM-9 was not pleased with his failure to foresee the actions of the Jawa Jedi. Though in OOM-9's own defense, they were quite unusual for a Republic general.

"Commander OOM-8, give me a damage report."

"Minor damage, General OOM-9."

"Very good, detach your core ship and meet me planet side."

"Yes sir."

At least the _Magna __Musai_ hadn't taken damage. The 8th Fleet's Trade Federation repair ships started congealing around the damaged area of the _Scrapyard_.

* * *

The two core ships and four Techno Union ships landed on the snowy surface of Rhen Var. Huge masses of droids and vehicles spilled out from the ships. OOM-9 met up with OOM-8 and waited for the others as they arrived at the frozen plane, ferried by a Sheathipede shuttle.

"Never in my wildest predictions did I imagine seeing that Jawa again so soon," OOM-9 spoke once Zako, Katen, SSA-719, KJZ-8267, and 3B3-888 reached them.

"I'm freezing! This planet is cold!" Katen whined.

"Yes, who would have thought that a planet completely covered in snow would be cold," 3B3-888 sarcastically joked.

"I'm sorry but we have no cold weather gear for organics," OOM-9 admitted. "My army is predominately composed of droids as you well know Major Katen." OOM-9's army had acquired a decent amount of human soldiers lately, but they only had the standard battle uniforms. There was no cold weather gear available. Karl Zako's FR-8 shock trooper armor would have provided warmth if the commander would have taken the time to put it on. But Zako had been left out of frontline combat lately and was eager to get back to fighting. Katen's KSV-1 combat suit also would have helped but she was likewise impatient. So the two humans were wearing nothing but their officer uniforms.

Katen latched onto Zako for warmth. "Ooh, you're so warm."

"Aaagh. You're cold as ice. Get off me!" Zako tried to break away from his friend but couldn't get free.

"Enough," OOM-9 ordered and the two entwined humans shut up.

"We still have a job to do. Our air support for this mission will be minimal due to that massive space battle. We must quickly destroy the Republic's sensor relays that the core ships spotted as they landed to hide the movements of our ground forces. We must not let them hold that advantage. Once they're blinded this entire operation will be much easier. We will branch off to capture the Republic command center, find the Acclamator and Venator ship, and destroy the remains of the Venator star destroyer that crashed down here.

"Roger roger," SSA-719 and KJZ-8267 said in unison. Trade Federation drop ships and landing craft filled the sky, they had been deployed later than the core and Techno Union ships.

"We'd like to lead one of the tank divisions, please," Zako spoke up.

"I might have guessed," OOM-8 almost laughed. An AAT pulled up and its occupants departed.

"I'm driving," Zako told Katen.

"I wanted to man the big gun anyway," Katen shot back.

The different CIS battle groups started to break off from one another and head towards their assigned targets.

* * *

The main battle group, led by OOM-9 went for the sensor relays. The battle group consisted of STAPs, heavy STAPs, AATs, GATs, HAGs, AMLs, HAMLs, NR-N99 tank droids, and IG-227 hailfire droids. OOM-9 was piloting a blue and gray GAT. The enormous attack group quickly passed over the snowy plains to the Republic's rotating sensor dishes.

The Republic defenses were mediocre. Mostly there were just sentry posts placed at standard intervals among the rolling plains. The AATs and GATs destroyed them as the army passed. The Republic knew the Separatists movements, though it didn't seem to matter.

A single clone scout walker was caught by the droid army. Though impossibly outnumbered, clone walker was only engaged by OOM-9's ground armored tank. OOM-9 fired four proton missiles while circling around the four-legged walker. The clone scout walker tried to orientate its cannon to the GAT but OOM-9 could pilot the tank faster than it could aim its cannon. OOM-9 finished it off with the ground armored tank's cannons. There was nothing more than a smashed pile of smoking scrap metal where the walker previously stood.

Only a half dozen Republic light turrets protected the sensor relays. The STAPs buzzed through first trying to draw the turrets' attention but the clone gunners weren't stupid. They knew the single trooper aerial platforms were only trying to distract them from the larger tanks. The light turrets fired at the ground armored tanks, the first of the heavy hitters to approach. The GATs responded by firing a flurry of missiles back at them.

It was the heavy artillery guns that brought down four of the six turrets; with the other two being destroyed by the armored assault tanks. Then the HAGs turned to the sensor relays while the STAPs shot at the clone gunners that had managed to escape their turrets before they were blown up.

IG-227 hailfire droids bombarded the station's tiny command center. The center's command staff and clone troopers fled the building to engage the CIS. It was just a few cold assault clone troopers armed with either DC-15S blasters or DC-15A blaster rifles. The officers, clone and non-clone alike, were equipped merely with DC-17 hand blasters. They stood no chance when OOM-9 targeted them with his GAT. The tank's two medium laser cannons make short work of the infantry. The blue blaster bolts that lashed at OOM-9's tank were useless against the armor. A pair of heavy STAPs helped OOM-9 in wiping out the clones. Judging from Rhen Var's pitiful defenses, it was quite clear to OOM-9 that the Republic never expected the CIS to attack the snowy planet again. Though OOM-9 had to give the clones credit, they didn't surrender and fought to the very last man against impossible odds.

The near flawless victory was ruined when a trio of LAAT/i gunships came in to assist their allies. Though they were too late to rescue the stranded clones, now already dead, but they were able to destroy two hailfire droids and an AML before turning around and fleeing.

The battle group was quick to resume travel. OOM-9 wanted to assist EEK-176 in wiping out the main Republic base before the Venator or the Acclamator could provide it with reinforcements.

* * *

SSA-719's battle group was assigned to locate and secure the crashed Venator star destroyer. The small army of droids was on its way to the predicted crash site when five gunship bombers intercepted them.

A single gunship bomber wasn't much of a threat. But these particular five bombers were set on being a menace. Blue colored proton bombs rained down as the bombers came in fast and low and destroyed the AMLs. One of the anti-air tanks was able to shoot down one of the Republic air units, but the gunship bomber crashed right on the tank that had hit it. The homing spider and tri-droids were the next to be targeted and destroyed when the remaining four gunship bombers came around again. KJZ-8267's GAT was taken out during the run. An AAT shot down a bomber with its primary cannon on the second pass. Super battle droids fired at the bombers. When the Republic bombers came back for a third bombing run, B1 and security battle droids armed with E-60R rocket launchers shot down two of the bombers. 3B3-888, who was on one of the handrails of SSA-719's AAT, hoped off just before the tank was hit with a proton bomb. The final gunship bomber still came around to attack yet again and was destroyed by the rocket launcher wielding battle droids.

SSA-719 knocked open the hatch to his now-ruined armored assault tank. "That was horrible," the security droid adjusted his head to make sure it was still on properly.

"We needed air support," 3B3-888 stated the obvious.

SSA-719 and 3B3-888 went to see if KJZ-8267 had survived but found that the pilot droid was still functioning and had already cut his way out of his wrecked GAT with a SoroSuub F-187 fusioncutter.

"I cannot connect to the network," SSA-719 stated. "3B3-888, can you?"

"Negative, Captain."

"Anyone?"

No one could get a connection back to the central control computers of the 8th Fleet.

"The Republic's jamming us," KJZ-8267 said.

"That bombing run nearly wiped us out. Strange that they would not then focus on the larger battle groups now," SSA-719 stated. The battle group had lost all its vehicles expect for two AATs and two NR-N99 tank droids, yet the Republic was jamming the droids.

"Captain, over there," the security droid SSA-306 handed SSA-719 a pair of electrobinoculars. SSA-306 was a security battle droid that had served with SSA-719 on Naboo a decade ago. There weren't many droids left after the bombing raid but SSA-719 was glad that he had such a reliable soldiers still standing.

"We can take refuge in those ancient structures," SSA-719 stated after seeing an ancient harbor through the electrobinoculars. Rhen Var was littered with the remains of an ancient civilization. The old structures occasionally poked out of the snow and ice. The battle droids were lucky enough that an entire ancient harbor was poking out of the side of a mountain. It would provide a great place to hide from the Republic.

Before departing the droids scrounged through their disabled or destroyed vehicles, looking for survivors and supplies. Many of the MTTs and MUTs were still in one piece, though not operational. When the droids opened them up they found a few more functioning battle droids, including the super battle droids 8EX and 5TE, as well as PK and OX9 worker droids. They were also able to collect a lot of weapons and ammo, which the worker droids carried in cargo crates. In total, they had one hundred and fifty battle droids operational, ranging from B1 battle droids, security droids, pilot droids, B2 super battle droids, and four droidekas. There were also ten PK worker droids and ten OX9 worker droids up and running. All those droids combined with the two armored assault tanks and two tank droids and they weren't exactly a powerful force to be reckoned with, at least not by conventional Separatist Droid Army standards.

SSA-719, KJZ-8267 and 3B3-888 led the survivors to the remains of the ancient harbor. A trio of gunship fighters flew in and tried to follow the droids but the Republic aircraft were driven away by B1s and security battle droids using E-60R rocket launchers. "They'll send in ground troops next," KJZ-8267 stated.

"They're not going to let us go," SSA-306 said.

"We'll just have to teach them a lesson," 3B3-888 somewhat enthusiastically declared. The B1 sergeant was always up for a fight, he just preferred one he knew he could win. The droids' long-range communications were cut and they were severely limited in number.

It seemed that an ancient avalanche had cut the even older harbor in two. Though there were barely any artificial structures poking out of the snow on the western side, the droids chose to go towards the eastern half where there were more structures to hide in. The battle droids were too few in number to split up and take more territory.

The CIS droids made it to the snowed-in harbor without further problems. The droids initially starting setting up BR-1 repeaters and supply crates as far back into the harbor as they could. Then they started moving into what looked like a fortress, which was connected out to the open plain.

Just as the droids expected, the Republic was not done with them yet. A trio of LAAT/c gunships flew in and dropped off an AT-TE and two IFT-X fighter tanks. The vehicles were dropped closer to the western side of the harbor, so that the battle droids could not immediately attack them. Cold assault clone troopers started spilling out of from the AT-TE's innards while two LAAT/i gunships came down near the western half of the harbor and dropped off a pair of AT-RTs and more clone foot soldiers. The Republic ground forces began their march on the ancient harbor, though some of the clones stayed behind and guarded the western half of the harbor.

"Sir, look over there!" a clone called out to his sergeant.

"What is it?" the sergeant turned to look at where his subordinate was pointing. It appeared to be a cave, but once the clones got closer they realized it was a tunnel. The tunnel looked like it ran right under the snow, towards the eastern half of the harbor where the droids were. "We'll need to look into this, but I think we just found an advantage."

* * *

"They're moving fast," SSA-306 observed. The battle droids hadn't even gotten their defenses fully set up yet.

The battle droids took up defensive positions in the old buildings. The two AATs and tank droids that had managed to survive and were kept back in the middle of the harbor for the time being.

"KJZ-8267, 3B3-888, with me," SSA-719 ordered.

"Right away," 3B3-888 complied.

The battle droid trio ran for what looked like a lighthouse, which was west of the fortress. No droids had set to take up positions there but they would need to hold that structure if they were to put up an effective defense against the incoming Republic threat.

The three droids ran up a set of stairs, turned and ran up another set of stairs where they reached the top floor. They ran and took up positions on the western side of the lighthouse tower. More droids were rushing to follow but now the Republic made first contact.

The two IFT-X fighter tanks attacked first. SSA-719 sent his two AATs to destroy them. The four tanks fought, trying to bob and weave out of their enemies' fire with dishing out their own punishment. From up in the lighthouse area, SSA-719 aimed and locked his rocket launcher onto one of the Republic fighter tanks and fired. The rocket hit, but didn't destroy the IFT-X.

The four tanks ended up canceling each other out. Both the AATs and their opposing tanks had all destroyed each other. SSA-719 had not calculated this outcome. He was sure his tanks could have handled it, especially since he was assisting them with his E-60R rocket launcher. Then the AT-TE starting plodding along the battlefield, the clone troopers running out ahead of the slow walker.

The battle droids hiding amongst the ruins fired upon the clones. It wasn't a fair fight, the droids had lots of cover and hiding places while the clone troopers were stuck on an open plain. But the clones were smart; they spread themselves out, purposefully avoiding from being in clustered groups. This way they made the droids work hard for each kill, and made sure that any battle droid who did score a kill would have to drastically alter his aim to target a new clone trooper.

It was a sound strategy, but 3B3-888 was rather skilled with the E-5s sniper rifle he wielded. Currently, more clones fell to his sniper rifle than anything else. A PK and OX9 worker droid finally came up to the lighthouse, carrying a BR-1 repeater with them. The two worker droids set up the gun and KJZ-8267 manned it. The pilot droid tried to gun down a pair of clones, but both dived out of the way of his shots. A sniper shot from a clone nearly hit KJZ-8267, forcing the pilot droid to abandon the repeater or risk being hit.

The real threat was the AT-TE. Its cannons unleashed a blue flurry of fury at the droids, though most of the shots never found their targets. The battle droids had plenty of time to change their positions if they found themselves singled out by the walker.

SSA-719 tried to fire his E-60R's guidable rockets at the clone infantry, but found that there was a malfunction in the launcher and they wouldn't work. It was lousy timing that the guidable rockets wouldn't work when the Separatists were actually in a battle they might lose, but SSA-719 just had to deal without them.

SSA-719 found himself wishing that Veronica Vex were still around. OOM-9 had privately informed SSA-719 and some of the other droids that he thought another high-ranking Separatist officer was trying to dump the hyper-violent Vex under his command. But OOM-9 had guessed wrong, Lieutenant Vex really was just observing the new HouseKarl battle droids at the request of Baroness Zada Zincer. SSA-719 could have certainly used Vex's help now. She was unquestionably good in a fight. But she wasn't here, and no amount of wishing on SSA-719's part would change that fact. It was funny; Vex had a way of irritating SSA-719, yet now the security battle droid was wishing she were still around.

The clone troopers were getting closer to the harbor, there numbers still strong. They were doing much better than SSA-719 thought they would. A blue missile whizzed right above 3B3-888 and SSA-719's heads. The security droid backed to the right while the B1 got down in a prone position and sniped the clone that was firing a PLX rocket launcher. The clone took the shot square in the chest, but he didn't go down. He did drop his rocket launcher and stumble around, prompting another clone to come to his aid. 3B3-888 scored a headshot on the assisting clone and then put another shot into the injured clone, finally killing him.

More rockets from other E-60R launcher wielding battle droids flew towards the AT-TE. The purple rockets all hit the walker, but it wasn't enough. SSA-719 signaled the two NR-N99 tank droids to up out of hiding from the harbor to take care of the walker.

The AT-TE was only too happy to focus its firepower on the tank droids. A couple of clone troopers tossed thermal detonators towards the tank droids, but most of the clones chose to ignore the tanks and continue closing in on the battle droids in the harbor.

SSA-719 fired another rocket, and the AT-TE finally went down, though not before it destroyed one of the NR-N99 tank droids.

"For the Republic!" a clone yelled as he ran up the stairs leading to the lighthouse. The clones were nearly on top of the droids defending the lighthouse. SSA-719 fired his rocket launcher and blew apart the first clone up the stairs. 3B3-888 got up from his prone position and tossed a V-1 thermal detonator down at the charging clones, killing two.

The clones fired back, one super battle droid being taken down. Most of the droids avoided taking hits. It wasn't difficult with the battle droids still holding the high ground. But the clones were eager to take away that particular advantage. Three clones were charging up the second set of stairs, and then they could fight the droids on equal ground.

The first clone came up to the top of the stairs, and was immediately shoved off by KJZ-8267. The pilot droid had been hiding just out of view from the stairs, and had charged forward and knocked the clone off with his RD-4 radiation launcher. KJZ-8267 then quickly aimed the launcher and killed the other two clones with a single toxic grenade.

Now most of the clones that had made it to the lower level of the lighthouse were dead, but more were closing in on the harbor. A clone sniper shot took out a security droid near KJZ-8267. Now two AT-RTs came into view.

KJZ-8267 got back on the BR-1 repeater and aimed at the first recon walker. The pilot battle droid tried to lead his target, but the AT-RT made a quick turn that rendered his shots useless.

A sniper shot came at SSA-719, narrowly missing. "Terminate that sniper!"

3B3-888 finally found the annoying clone sniper. When the B1 battle droid fired his sniper rifle, he did not miss.

The two AT-RTs ran past the remaining NR-N99 tank droid and headed straight into the harbor. If the AT-RT drivers thought that they would gain any short of advantage from breaking past the droids' first line of defense they were dead wrong. There were plenty of battle droids, many of them with BR-1 repeaters, were lined up in the towers of the fortress and along the upper wall of the small citadel in the back of the harbor. The AT-RTs were out in the open and had no clear targets to shoot at. They tried to keep moving, towards a staircase leading up to the interior of the citadel in the back, but the vast number of droids was able to take them out before they could do anything.

KJZ-8267 found himself being shot at by a Republic R-1 recon droid. He quickly aimed his radiation launcher and destroyed his target with one well-placed shot, an impressive feat, considering the small size of his target. "Their recon droids aren't going to tell them anything the clones don't already know, that they are not going to take us in a fight," the pilot droid declared.

"Sirs," the B1 battle droid 3B3-2998 came up to SSA-719 and KJZ-8267. "The pilot droids in the wrecked AATs are still operational."

"We must get them out of there," SSA-719 said. SSA-719 was surprised that he didn't detect that the droids were still functioning. Though the B1 model had the power backpack with a stronger comm signal. "Come on, let's go." KJZ-8267, 3B3-888, and 3B3-2998 followed SSA-719 as they left the safety of the lighthouse complex and ran out onto the plain where the wrecked AATs lay.

They blasted clones as they went, and the four-droid squad was very successful as they ran for their downed tanks. The clones were used to the droids being bunkered down in the harbor at this point and were greatly surprised when four came barreling out onto the plain. To assist with the sudden rescue mission, two droidekas rolled out onto the plain and started blasting at the clone troopers. The two destroyer droids drew away a lot of attention that would have been directed at SSA-719's squad.

Just as the four battle droids had reached the first tank when a LAAT/c gunship came and dropped down a new AT-TE assault walker.

"We better hurry," 3B3-2998 said.

"If only I had the doomseeker cannon with me," 3B3-888 lamented.

"I'll get the crew out of the other tank," KJZ-8267 left the others for the second wreck.

"It's stuck," 3B3-888 stated when he realized the rear hatch was jarred shut. SSA-719 and 3B3-888 pried back the back hatch of the armored assault tank as the pilot droids on the inside of the tank pushed outward on the panel. It came off and the four pilot droids that were operating the tank were freed.

KJZ-8267 was much faster in helping the crew of the second tank. He simply blasted the rear hatch open with his radiation launcher and the pilot droids were out.

The new AT-TE was still coming up, but it had chosen to focus its firepower at the two destroyer droids still out fighting on the plain. After barely surviving the first barrage, the two droidekas rolled up and retreated back into the harbor. SSA-719's squad and the pilot droids ran for the NR-N99 tank droid and got on its tread covers. The tank droid pulled into reverse back into the harbor as the AT-TE tried to blast it with its main cannon. The shot barely missed, and the tank and its passengers made it back into the interior of the harbor.

The battle droids got off the tank droid and hurried back up the stairs to the lighthouse. SSA-719's squad was back up with the other droids defenders quickly and saw that the new AT-TE had unleashed its clone troopers, with a Nautolan Jedi as a bonus.

The clones were moving fast and doing much better now that they had a Jedi to support them. The female Nautolan attracted a lot of fire from the battle droids, who were eager to kill her before she got in close and really caused them problems. But the Jedi kept deflecting any blaster bolts that flew her way, including those from 3B3-888's sniper rifle.

A new pair of AT-RTs came up to help the AT-TE. The clone infantry were close to the mouth of the harbor. The AT-TE was constantly firing at the droids in the lighthouse area. SSA-719 and the others ended up using the flying buttresses on the eastern side of the lighthouse for cover. They worked surprisingly well. Even the AT-TE's mass-driver cannon wasn't strong enough to take down the buttresses. The ancient structures of Rhen Var were built well, they had been unattended in the freezing ice and snow for thousands of years and yet they still stood strong.

"Target acquired." 3B3-888 sniped the clone riding the AT-RT as it passed into the mouth of the harbor. The recon walker instantly ground to a halt. The Nautolan Jedi propelled herself forward with immense speed and leapt on top to take control of the now vacant recon walker. But before the Jedi could make use of her new walker, she too was shot and killed by 3B3-888's E-5s sniper rifle.

"Ha! Stupid Jedi!" 3B3-888 laughed as a clone sniper tried to take him out. But the B1 went back to cover behind a flying buttress. 3B3-2998 shot the clone that had tried to destroy 3B3-888.

* * *

"Super battle droid! Take him down!" a clone yelled as 8EX blasted him. Clones had begun spilling out of the ice cave and the eastern side of the harbor held by the battle droids. 8EX and 5TE had stopped the first four clones that had come out, and two droidekas came up to the entrance and mowed down the other clones moving through the tunnel. The clones were stuck; they could go forward into the droidekas line of fire or retreat back from where they came. Those up front didn't live long enough to make the obvious choice to retreat. Though those in the back were quick to withdraw. As the clones ran, 8EX and 5TE led a small force of battle droids after them.

The battle droids quickly came up to a fork in the tunnel. 8EX led some droids left while 5TE and the others went right. They soon found that it didn't matter as both tunnels curved around and nearly instantly reconnected with each other in a small cavern.

The clones were preparing to make a stand in the cavern but were caught by super battle droids firing at them from two different directions. The EWHB-12 repeater they were trying to set up was never finished, and the IM-6 medic droid that was roaming the cavern was shot up. The surviving clone troopers pulled back to a tunnel on the left, though there was also one on the right.

The super battle droids followed them every step of the way until they came across a long, straight stretch of tunnel where the clones made their stand. The clones feverishly shot up the entire tunnel, preventing the battle droids from pressing on. Rather than risk a firefight that was sure to accumulate many casualties, 8EX pulled the battle droids back up to the cavern to hold their position. The battle droids didn't have the numbers to engage in a fight clearly skewed in their enemy's favor. While they holed up in the cavern, 8EX sent one of the destroyer droids to find out where the cavern's left tunnel led.

* * *

Back outside on the eastern side of the harbor, the battle was starting to deteriorate for the Separatists. The AT-TE was right in the mouth of the harbor now. Many clone troopers were advancing up the stairs of the fortress. Though the particular position of the walker and many of the clones made for easy shooting for the droids in the lighthouse. The battle droids had clear shots of the clones below, and ample protection from the flying buttresses. But the AT-TE was continuing to be a problem. Backed up into the harbor with nowhere else to go, the last NR-N99 tank droid was destroyed by the AT-TE.

KJZ-8267 tossed a detpack right over the ledge and it landed on top of the all terrain tactical enforcer. The pilot droid then detonated the explosive, but that didn't stop the walker. SSA-719 grabbed a Conner Ship Systems HX2 mine from a supply crate, ran over and took cover behind a buttress as the AT-TE's main cannon tried to track him. When the clone gunner lost interest and turned to find other targets, SSA-719 came out of cover and underhandedly tossed the mine right on top of the walker. The mine detonated the moment it touched the walker, impacted right behind the main cannon on top. The clone gunner was killed instantly. The walker shuddered for moment, and then its legs gave out. Once the body of the walker it the snow the whole vehicle exploded, catching many clones in the blast as bits and pieces of metal flew everywhere.

The clones' deadly push to victory had suddenly reversed. Many of the clones were disoriented, not from the chaos and confusion of what had just happened, but from the actual force of the blast when the walker blew up. The clones made easy targets for the battle droids. And the two destroyer droids that hadn't come into the ice tunnels rolled up into the open right in front of the main mass of clones, soaking up fire with their shields and allowing the battle droids in the fortress towers to sniper or grenade the enemy infantry.

The last remaining AT-RT managed to destroy one of the droidekas before it was blown up by a B1 battle droid wielding an E-60R rocket launcher. The clones never hesitated the whole time. They kept pushing forwards and upwards to the stairways. Some even made it up to where the droids were hiding but were quickly put down. Soon the battlefront was devoid of any living clones on the eastern half of the harbor. The clones holding the western half of the harbor weren't making a move until more reinforcements arrived.

The battle droids finally had a chance to gather themselves up to reassess their defenses. Weapons were reloaded; worker droids were repairing battle droids that had taken damage.

5TE returned from the ice tunnels to inform SSA-719 that one of the droidekas found a pathway that led under the mountain. SSA-719 considered it to be a likely escape route if the Republic continued to be a pain in the ass.

"Captain! We have three Republic troop transports incoming!" SSA-306 warned his commanding officer.

The battle droids were still cut off from the network, but SSA-719 knew that they would be massively outnumbered if they stayed and fought the clones that were sure to be in the RTTs. The droids still had a wireless connection to each other in the immediate area that was the harbor and the ice caves. There were only one hundred and one battle droids left operational. All the PK and OX9 worker droids had survived. But the Separatist defenders simply stood no chance. "Fall back into the ice tunnels," SSA-719 told his soldiers. "Pack up all remaining supplies for transit, we have to go!" Some of the battle droids assisted the PK and OX9 worker droids in transporting the supplies. The droids took everything they could, an easy task, as they had carried it all to the harbor in the first place.

All of the Confederates had packed up and left into the ice caves by the time the three RTTs had breached the interior of the harbor. Clone cold assault troopers spilled and filled every nook and cranny of the ancient harbor, searching for clone survivors and enemy battle droids. Once they found that the battlefront was barren of any living allies or functional enemies they quickly realized the rest of the droid forces had fled by way of the ice tunnels.

* * *

OOM-9 had called in VACs, vehicle armored carriers, to quickly pick up his tanks and transport them to the main Republic base. VACs were short-range transport ships designed specifically to pick up and drop Separatist vehicles. They were slow, lacked shields, a hyperdrive, or any kind of defense turrets, but they were heavily armored. VACs were vulnerable to aircraft, specifically the well-armed LAAT gunships. OOM-9 had hunter-seeker droids protecting the carriers, six of the small, flying droids assigned to each transport ship. Not exactly a strong defense, but OOM-9 soon learned that even the hunter-seekers droids were completely unnecessary once they neared the Republic base.

All the Republic's aircraft and vehicles were already preoccupied with EEK-176's army. Nothing even threatened to bother OOM-9's VACs as they dropped off their cargo. The Republic units had noticed their arrival; they just couldn't do anything about it.

EEK-176's STAPs, AATs, HAGs, AMLs, and homing spider droids had already covered the battlefield. The Republic's IFT-Xs and AT-TEs were outnumbered four to one. The GAR vehicles weren't even concerned about dealing with the hordes of B1, B2, and crab droids that marched across the rolling hills towards the base. The GAR had a few CK-6 swoop bikes roaming about the battlefield, but they proved to be ineffective at everything they attempted, but they did manage to stay alive.

The clone infantry, what precious few of them there were, were busy defending the base from HAGs. Any time one of the Confederate artillery guns got too close to the base the clones sent out strike teams to blow up the tanks with time bombs.

But the biggest threat to the Separatists was the LAAT/i gunships flying through the air. They targeted their natural adversaries first, the AMLs. Once a specific area was clear of the anti-air tanks, the gunships would go after the heavy artillery guns, the ones likely to do the most damage to the Republic base.

And yet there was another new threat to the droid attackers. Almost as soon as OOM-9's forces had all deployed and the now-empty VACs were pulling away that a convoy of RTTs was entering the area.

The convoy of Republic troop transports came in north of the base, right near where OOM-9's vehicles had landed. OOM-9 pulled his GATs, AATs, and STAPs to specifically attack the convoy. There were five RTTs in total, but they were no real threat to the CIS tanks. It was the AT-RTs escorting them that the Separatists focused on. There were two recon walkers for every troop transport, but those numbers quickly became smaller thanks to the AATs' primary cannons. While the recon walkers represented small targets, the pilot droids manning OOM-9's tanks were excellent shots.

When the AT-RTs were all destroyed, the CIS tanks focused on the last RTT in the convoy, pulling their firepower all on one target they destroyed it quickly. Then they moved to the next transport in the convoy. The drivers of the RTTs realized they weren't going to make it back to the base, especially since a pair of homing spider droids had just cut them off and were directly in the way. The RTTs opened their side cargo doors and let the clone troopers out, better to have them die fighting on the battlefield rather than sitting in a troop transport.

It made little difference to the AATs and GATs. Most of the clones were only equipped with DC-15S blasters or DC-15A rifles. The few that had PLX rocket launchers were targeted first and eliminated before they were able to cause much damage. OOM-9 found the change enjoyable. Firing upon clone infantry was much more challenging and fun than mindlessly shooting at the broad side of a RTT, especially since his GAT's missiles sent the clones so far up into the air we they made contact. It was hilarious to see the clone bodies soar though the air and smash back into the snow at interesting angles. OOM-9 noted that there was such variety in how the clone troopers died. The different angles they came down at, whether they were in one piece or not, the way they screamed. It was all very entertaining.

The two homing spider droids blocking the convoy's way destroyed the front most RTT. OOM-9's attack group knew the convoy was finished when the clone pilots abandoned the transports they were operating. They came out onto the snowy battlefield to help the other clone infantry. Though they were armed with nothing but DC-17 hand blasters, they still fearlessly attacked the tanks anyway. The GATs and AATs rewarded their bravery and valor with death.

A new C-9979 landing craft touched down and AMLs started filing out. The droid anti-air tanks joined in with the hailfire droids that had arrived with OOM-9's group to reinvigorate the Separatist attack on the Republic's aircraft.

The gunships focused on the biggest threat to their existence, the AMLs and hailfire droids. They also occasionally sent a few rockets towards the HAGs when they had the opportunity. The gunships had continued to handle the situation in the exact same manner they had before OOM-9 and his reinforcements had arrived. Only now the gunships were starting to run low on rockets, and thus their ability to swiftly take out Separatist tanks greatly diminished. However, the AMLs and hailfire droids were not stingy with their missiles they flung up at the LAAT/i gunships.

* * *

There was an ancient Jedi temple to the northeast of the base. This was the same Jedi temple the Separatists overrun the first time they had taken Rhen Var from the Republic back near the start of the Clone Wars. In fact, the base OOM-9's and EEK-176's armies were attacking was built right where the old Republic outpost had been, before the CIS had destroyed it. Once the Republic had retaken Rhen Var from the Separatists it seemed that they had rebuilt everything just as it was before, but with a few more defenses. This led the droids to believe that the old Jedi temple had been repopulated, so OOM-9 had sent the tactical droid TH-1066 to deal with it.

STAPs, heavy STAPs, speeder platforms, and ASTs patrolled around the perimeter of the Jedi temple. TH-1066 wanted to make sure that no one inside the temple would be able to escape undetected. There was also a pair of GATs and an AAT protecting three MTTs, but they were doing nothing but holding their positions.

TH-1066 halted his custom colored armored scout tank as he watched a class type B escort shuttle touch down on the surface near the entrance to the temple.

All twelve HouseKarl battle droids in existence exited from the shuttle. Armed with a variety of weaponry, they came prepared to kill Jedi. KV-11 and KV-12, the two HouseKarls armed with RW-B power war-hammers, started pounding down on the giant stone door of the temple. After seven hard knocks the door went down and the battle droids rushed in. Equipped with a bulldog RLR, TH-1066 came in last after all the other droids had entered. TH-1066 looked to be a natural leader of the HouseKarls; he was adorned with purple markings just like the HouseKarls that he led.

It was somewhat dark inside so TH-1066 turned on the brights of his photoreceptors, using his eyes lights as flashlights. The tactical droid heard small signs of combat for a minute before KV-4 reported to him.

"Commander, there are no Jedi present in this temple."

"What were you fighting then?"

"Republic worker droids. They appear to be caretakers to the temple, but I doubt the Jedi still use it."

"Understood. Have all the HouseKarls report back to the shuttle."

"Yes sir."

_What __a __waste_, TH-1066 thought, the temple of devoid of any real threat. The HouseKarls' power was wasted on worker droids. A brown command battle droid came through the massive doorway.

"Captain, have your droids tear this temple apart. Make sure it is vacant. And collect any Jedi artifacts you find."

"Roger roger," the command droid nodded.

TH-1066 turned to leave with the HouseKarls. The incoming squad of B1 and B2 battle droids could handle the empty Jedi temple on their own.

* * *

A pair of LAAT/c gunships flew in near the Republic base. AMLs shot down one of the gunships. A lucky hailfire droid managed to hit the AT-TE walker the other gunship was carrying. The walker blew up and fell down to the snow below, the LAAT/c, now without anything to deploy, tried to turn around and flee but was shot down by a combination of firepower from AATs and AMLs.

"Where did they come from?" EEK-176 wirelessly asked OOM-9. "This is their main base, where are they getting such reinforcements?"

"The Venator that escaped down to the planet must be deploying units to hotspots," OOM-9 answered.

"That thing's going to be a problem if we don't find it soon."

Soon enough the Venator would be the only real threat to the Separatists. The base was now nearly overrun. Most of the LAAT/i gunships were now destroyed, but so were most of the HAGs. Bio cannons had now rolled up as the Confederates' main artillery pieces. They were more powerful than the HAGs, but also more expensive. EEK-176 had purposefully kept them back until most of the gunships had been destroyed. The HAGs were cheaper and easier to replace, which is why they were sent to soak up the missiles first. But it was also a brave move for EEK-176 personally, since he was piloting a gray and blue HAG. Though he made it through the worst of the battle, and there was nothing much left but to but destroy what little remained of the base. All the Republic vehicles were destroyed, and the clone infantry were busy fighting the legions of battle droids and crab droids that had finally reached the edge of the base.

* * *

The one hundred and one survivors of SSA-719's battle group finally finished their long trek through the ice tunnels. The ice tunnels had emptied them out onto an ancient citadel on the opposite side of the mountain from where the harbor was.

"It will not take them long to find us," KJZ-8267 stated.

"Those mines we planted in the tunnels will slow them down," 3B3-888 said.

"We will hold out against the clones again," SSA-719 stated.

"We still can't get a connection to the network," 3B3-2998 added.

All the CIS droids suddenly heard the familiar sound of a LAAT/i gunship's engine. The noise spurred the battle droids to action. They began spreading out to quickly explore the citadel and set up defenses.

KJZ-8267, SSA-306 and 3B3-2998 went up a series of staircases on the left. Then they took another left to another series of stairways that led them down into a crypt. There was an ancient, and open casket in the middle of the room. There were also several pillars where the droids could hide behind.

The droids started opening up supply crates while KJZ-8267 scouted ahead beyond the crypt. A short hallway opened up back outside towards a terrace up above. KJZ-8267 was nearly upon the next stairway when he encountered a cold assault clone trooper. KJZ-8267 brought up his radiation launcher but the clone fired first, hitting the launcher and causing it to malfunction. The radiation launcher wouldn't fire, forcing KJZ-8267 to discard the weapon and flee back towards the crypt. The clone fired again, hitting the pilot droid in the back. KJZ-8267 stumbled, but regained his balance and made it back into the crypt in one piece.

The clone chased after him but was quickly repelled when SSA-306 and 3B3-2998 attacked him with their E-5 blaster rifles. The clone backed off, but was soon joined by others as the clones and droids shot at each other from opposite ends of the hallway. KJZ-8267 grabbed an E-5 shotgun from one of the open supply crates the worker droids had carried into the crypt.

* * *

SSA-719, 3B3-888, 8EX, and 5TE had taken a series of stairways on the right that led them upwards. The series of ruined stairways took them to the far edge of the entire citadel. There was a steep drop to the snow below, with no guardrails. The battle droids saw a gunship take off but knew that there were clones nearby.

The battle droids were correct in their assumption, as clone troopers started scrambling up the stairs on the eastern side of the citadel. SSA-719 hit the clones with his rocket launcher, blowing the first three up into the air. 8EX and 5TE started blasting at the clones while 3B3-888 moved up a series of stairs to get an angle on the clones with his sniper rifle.

Another gunship dropped down on the eastern side of the citadel. More cold assault clones came out, accompanied by another Nautolan Jedi. Two more LAAT/i gunships soon came down. The clone troopers were slowly outnumbering the battle droids.

There were many clones, armed with a variety of weaponry, from DC-15A rifles and DC-15S blasters, to DC-15x sniper rifles and PLX rocket launchers. But it was the Nautolan Jedi that was the biggest problem. The Jedi kept the clones pushing onward, leading the fight from the front.

SSA-719 finally signaled the last three droidekas to terminate the Jedi. The destroyer droids all rolled in together. One of the droidekas was shot up by a clone cold assault sergeant while in transit. The clones knew what the destroyers were after and knew the Jedi was the best chance for their success.

The other two droidekas deployed into attack mode to repel the clones, the Jedi was close enough and they would get to her sooner or later. But the Jedi called on the Force, knocking over an aging pillar and crushed the droideka duo. That was the final straw, SSA-719's group had lost all of their droidekas and the clones were steadily taking and holding ground. SSA-719 fired his rocket launcher at the Jedi at the same time 3B3-888 tried to snipe her and 8EX and 5TE tried to hit her with wrist rockets.

The Jedi did a series of back flips that propelled her away from the explosions, though she inadvertently sent herself falling down towards the bottom of the terrace where KJZ-8267's squad was still holding out against the clones.

The Nautolan Jedi decided to make the push in the new direction of the crypt, feeling that it was the will of the Force that she had ended up in the new position on the battlefront. She pasted the clones bunkered down, deflecting blaster bolts with her lightsaber.

"Jedi!" SSA-306 warned. SSA-306 had been defeated by Jedi before, back on Naboo a decade ago. He was not looking forward to repeating the process. The droids backed up further into the crypt; trying to hide behind the room's many support pillars.

The Nautolan Jedi threw her lightsaber at SSA-306, who dived behind the casket. Just as the weapon left the Jedi, KJZ-8267 dashed up and blasted the Jedi from the side with his E-5 shotgun, catching her in the chest. The Nautolan crumpled onto the stone floor, dead. When she had died, her lightsaber was in the process of returning to her. Without the Force user to guide it, the weapon fell and rolled across the floor. KJZ-8267 scooped it up and handed it to a PK worker droid. "Keep track of this." The clones hadn't followed the Jedi in, and were still a problem to be dealt with.

* * *

"Incoming explosion!" a battle droid warned as a clone tossed a thermal detonator. 5TE killed the clone that had thrown the detonator. But the battle droids were falling back away from the citadel center and back towards the ice tunnel where they had come from. But the clones that followed them through the ice tunnels had broken through and destroyed the battle droids guarding the area.

There were two more LAAT/i gunships in the air, likely bringing in yet more Republic reinforcements. It looked like the battle was hopeless, though the droids would fight until the end.

But then something unpredicted happened, one of the Republic gunships blew up. It was destroyed before it could even land and drop off its troops. The other LAAT gunship tried to fight off a trio of MAFs that had shown up in the sky. The droid gunships took out the second LAAT/i with a combination of their laser cannons and missile launchers.

"Our reinforcements have arrived!" 3B3-888 yelled.

"They're reinforcements are falling!" SSA-719 added.

The MAFs' beam cannons cut into the clone troopers on the ground. A few clone rockets came up at the droid gunships, but they weren't enough to instantly destroy them.

The MAFs came in close to the citadel and marine battle droids jumped out from the ship's rear hatches. The droid marines had a vast array of weapons at their disposal, including: E-5 blaster rifles, E-60R rocket launchers, V-1 thermal detonators, and RD-4 radiation launchers. There was also a command droid with the marines, OOM-8, who had armed himself with an elite E-5 blaster rifle.

"We have the battle under control," Commander OOM-8 declared when he reached SSA-719. All of a sudden the course of the battle had changed. Now it was the clones that were outgunned and fighting for their very survival.

The clone reinforcements that came in through the ice caves had stumbled into a killing zone. The battle droids may have abandoned the observatory, but had taken positions on the stairways above it. The high ground made it easy for the droids to toss V-1 thermal detonators down at the clones.

But the clones were not about to roll over dead just because they had lost their advantage of a Jedi and air support. A clone with a Z-6 rotary cannon gunned down three marine battle droids and a security droid before being taken down by OOM-8.

"How did you find us?" SSA-719 asked OOM-8 when the battle had dwindled down to nothing.

"I deployed air units to search for your battle group after we had lost all your army's signals. We found the wrecked vehicles and overrun the clones guarding the old harbor where you held out. It was easy enough to identify that this citadel had become the new battlefront, the clones had kept a steady supply of gunships headed in this direction."

"Those Republic cruisers are to blame for all these clone reinforcements."

"They will be dealt with soon enough," OOM-8 stated.

* * *

Zako and Katen's AAT destroyed a clone scout walker. Their battle group had faced a steady increase in the number of enemies they encountered. An AST patrol had earlier confirmed that they were indeed heading towards the Acclamator assault ship, which had parked itself on the planet and was spilling GAR military units onto the snowy world. An AT-TE and clone infantry could be seen in the distance. Two IFT-X tanks passed by their comrades to attack the droids first. Karl Zako called up two AATs to help him deal with the Republic fighter tanks. Zako was a good pilot and Katen an excellent gunner, but they had no intention of engaging against IFT-Xs without superior numbers. The Republic's _Saber_-class tanks could be devastating if they weren't taken seriously.

The battle droids riding on the outside of the AATs got off right before the AT-TE fired at long range to help the IFT-Xs. The battle droids were only armed with E-5 or E-6 blaster rifles, hardly weapons appropriate for destroying tanks, but they fired at the IFT-Xs anyway.

One of the IFT-Xs blew up, destroyed by the primary cannon Katen was controlling. Ashley Katen liked blowing things up, and she felt quite at home using the tank's primary cannon to wreak havoc on her enemies. The second Republic fighter tank was destroyed by one of the other armored assault tanks.

The AATs had won; but the small skirmish had bought the Republic time. The AT-TE was even closer now, with two AT-RTs coming up from behind it. But it all made little difference as a trio of hailfire droids came up from behind the AATs. A barrage of purple missiles flew all about, most of them missing and damaging nothing but the snow. But finally one of the missiles made contact with the AT-TE walker, instantly destroying it. The two AT-RTs didn't stand a chance against the three AATs.

The battle group didn't have to travel much further. The Confederates could now see the Acclamator parked in the distance. The only problem was that there were about twenty AT-TEs between the Separatist forces and the cruiser. The Separatist army kept pushing forward anyway. Commander Zako had more than just three hailfire droids under his command, and the AT-TEs were numerous but closely clustered together.

Zako sent all the hailfire droids under his command up front to attack the all terrain tactical enforcers first. The battle amounted to twenty AT-TEs against sixteen hailfire droids. Countless trailing wisps of black smoke polluted the air as the purple missiles soared and smashed in the walkers. The hailfire droids made a straight drive right into the walker formation. Though no hailfire tanks survived the assault, only two AT-TEs remained. The last two walkers were easily dealt with by the AATs and GATs.

The Separatist troops were now closer than ever to the Acclamator. It appeared that the Republic had no defenses left, though it only looked that way because the cold assault clone troopers blended into their snowy environment so well.

PLX rocket launchers and mortars assailed the CIS tanks. The firepower from the CIS tanks was more than enough than the clones could handle, but they were destroying more Separatist armor than Zako cared for. The human commander wasn't very good at handling casualties, even if those destroyed could be repaired later. Thus, Zako continued to keep his tank out in the front of the pack, even taking a few rockets. But Zako was able to keep the tank strafing enough that over half of the projectiles coming his way missing him, an masterful feat considering that AATs weren't particularly fast when it came to strafing from side to side. His tank almost always just barely made it out of the way.

The PACs in the rear of the Separatist formation finally unloaded their B1 battle droids to help wipe out the clones. But all the CIS had really done was given the clone troopers targets they could actually destroy.

Still, even against such impossible odds the clone troopers held the line. They became so infuriating that Zako ordered the tank divisions to proceed to the ship and just ignore the infantry. Even without the heavy armor, the B1 battle droids still had assistance in the form of STAPs and speeder platforms to help them against the cold assault clone troopers.

The CIS tanks finally began firing on the assault ship itself. A pair of AT-XTs came down the cruiser's ramp, likely the last of the ship's defenses, or so Zako thought. His AAT tangled with one of the walkers, but when they started taking too many hits from the walker's guns Zako pulled his AAT back and hid it behind one of the Acclamator's landing gear legs. The walker turned to face three GATs that were annoying it rather than chase down the cowardly AAT. The AT-XT destroyed all three GATs with a well-placed mortar followed by its laser cannons. Zako edged the AAT out from the landing gear and Katen blasted the walker's cockpit with the AAT's main cannon. The AT-XT's head blew up, leaving the legs just standing there in place. The other Separatist tanks quickly overwhelmed the remaining AT-XT.

Then the Separatist artillery came up: HAGs, HAG-Ms, HHAG-Ms, and bio cannons. They would have certainly been useful in the previous skirmishes, but Zako was saving them to make sure he brought down the assault ship.

Zako thought the Acclamator might try to run when his army defeated the Republic troops, and it did. Despite all the firepower from all the artillery and the tanks, the Acclamator assault ship still managed to take off, though it was shedding pieces of its hull and belching smoke heavily.

"No! No! It's getting away!" Zako turned his AAT and tried to chase after the ship, a rather comical sight. Soon the Acclamator was out of range, but a squadron of shielded E-STAP droid starbombers had shown up and showered the Republic ship with green plasma bombs. After only a single pass the assault ship came crashing down. Commander Zako's army did most of the damage, but the bombers had to seal the deal.

"Relax," Katen said to her friend. "The ship didn't make it."

"We should have been the ones to destroy that ship."

"Since when do you care? You never cared much when others take your kills in the past."

"We can't keep going this way. We can't keep relying on the others to bail us out. They have to be able to rely on us." Karl Zako had no idea of the irony of his words, since he and Katen had been unaware of SSA-719's group's plight the whole time.

"What's this we stuff? Sounds like your personal problem, not mine."

Zako slammed on the tank's accelerator, trying to jerk Katen into hitting her head on the wall. Katen was surprised, but it didn't work. Ashley gave her friend a kick in the shoulder.

"What? Our job here is done. We need to hurry up and regroup with the others."

* * *

Hunter-seeker droid patrols found the location of the crashed Venator, and soon afterward all the CIS forces coalesced at the crash site of the Republic star destroyer. But it was not going to be an easy fight. The Venator that was still functioning had shown up, coming to the assistance of its downed brethren.

When OOM-9 learned that the two Venators were together, he launched a massive attack. They were the last Republic scum on Rhen Var, and OOM-9 wanted as many of his troops to have a shot at them as was possible.

Massive columns of CIS vehicles attacked. AATs, AMLs, ASTs, GATs, HAGs, STAPs, MTTs, NR-N99 tank droids, hailfire droids, homing spider droids, and bio cannons were all present. Hordes of droid infantry marched in grotesquely large numbers. B1 battle droids, security droids, pilot droids, droid marines, B2 super battle droids, droidekas, dwarf spider droids, crab droids, baron battle droids, thermal detonator battle droids, grapple battle droids, flame battle droids, plasma battle droids, rocket battle droids, T4 turret droids, and LR-57 combat droids all trampled their way across the snow.

AT-TEs, AT-XTs, IFT-Xs, and clone scout walkers stood their ground in front of the downed Venator. CK-6 swoops were buzzing all about, generally being useless. There were also legions of cold assault clone troopers of every rank and stripe, wielding a vast variety of Republic weaponry.

The two massive armies engaged, but it was soon painfully apparent that the Separatist army was winning. The sheer variety of vehicles and troops the CIS had committed to the battle were astounding, and the tactic worked well. There were so many different droids and tanks, so many different attacks and abilities. The clones simply could not effectively react to them all at once.

Though the Separatists had the upper hand, OOM-9's GAT had been hit by a rocket from a LAAT/i gunship. The rocket struck the front left of the tank, sending it into a spin that ended when the GAT crashed and shattered onto a snowy hill. OOM-9 pulled himself out of the snow; he was completely undamaged. The droid general then merely joined in with the CIS infantry.

* * *

Del Nittin had been watching the whole thing from the safety of the functioning Venator star destroyer. He did not like what he saw. He hadn't liked what he had witnessed all day. His troops had failed in every assignment he had given them, even the two Nautolan Jedi were now dead. His forces had been getting their asses kicked every step of the way since they reached Rhen Var; it reminded him of the disaster at Zesrop. It was almost exactly like Zesrop, except with much more snow and ice. Del Nittin's patience had run out, and he was angry enough to tread upon that miserable snowball himself if that's what it took to do the job right. And once he touched down on the surface, Del was sure that all the blaster fire coming his way would negate Rhen Var's cold climate.

"Captain," Del addressed the Rodian officer in charge of the ship. "I'm going down there to deal with those droids personally. You are free to conduct the operations of the your cruiser in any way you wish so long as you do not retreat. Is that understood?"

"Yes, Master Jedi," the Rodian bowed.

"Very good," Del turned. "Commander, come with me."

"Yes sir," Nittin's clone commander obediently followed.

* * *

The wrecked Venator had help in the form of its functioning counterpart, but the attacking droid army received its own aerial assistance in the form of the _Kuzack_. At the request of OOM-9, Captain Sledge had sent her Munificent frigate down to the planet below. She was more than happy to comply with the order; sitting around in orbit while the others got to fight on the planet was boring her. Despite Sledge's reckless predisposition to violence when it came to starships, not even she could lead a Munificent star frigate to defeat a Venator star destroyer one on one.

But OOM-9 never intended for Sledge's frigate to destroy the Venator on its own. The _Kuzack_ was merely a distraction. As OOM-9 had hoped, the Scarabs and Vulture fighters launched from the _Kuzack_ prompted the Venator to open its hangar bay doors and let loose its own fighters.

Originally, OOM-9 was going to have his bio cannons take down the functional Venator, but he saw a quicker option. There were remains of a destroyed hailfire droid nearby; one of the missile racks had been thrown loose from the body. The rack looked like it had almost all fifteen of its missiles still loaded. OOM-9 requested a squad of B2-RP battle droids, which arrived quickly due to the fact that they had built-in jetpacks. OOM-9 ordered the B2 rocket droids to pick up a missile rack from the destroyed hailfire droid.

"There," OOM-9 pointed. "The starboard hangar bay is open. Take the missile rack inside that cruiser and detonate it."

"Yes sir." The rocket droids lifted off carrying the explosives. To OOM-9, this was a much better idea than trying to get the bio cannons to hit the open hangar bays.

In the devastating chaos of the battle, the rocket droids were completely ignored as they made their way to the Venator. And once they made it to the still open hangar, they quickly flew in, dropped off the missile rack, and left. The non-clone hangar workers didn't even have any firearms in which to shoot the droids with. Once the B2-RP droids were hovering outside the hangar bay, they fired at the missile rack.

After a few hits, the missile rack detonated. The powerful explosion did severe internal damage to the Venator. The starboard hangar was completely gone, and from the outside of the Venator it looked as if it had been cracked it two. Combined with the constant stream of firepower from the _Kuzack_, the Venator was finished.

A Nu attack shuttle managed to take off out of the Venator's main hangar before the cruiser crashed into the ice and snow. Del Nittin realized that his anger and lust to fight had just saved his life.

* * *

OOM-9 watched the beautiful spectacle. With both Venators now scrap metal sticking out of the snow like the ancient structures of Rhen Var, the Republic had no hope of putting up a challenging fight. Even with the Venator functioning OOM-9 calculated that the Republic couldn't win the battle. As far as the droid army was concerned now, this battle was nothing more than pure pleasure.

But OOM-9 caught sight of the shuttle that had escaped the Venator just in time. It was very peculiar, but the shuttle landed down right in front of OOM-9, as if it knew precisely who OOM-9 was amidst the thousands of other droids on the battlefield.

Del Nittin stomped out of the shuttle. Two clone pilots armed with DC-15A blaster rifles and a commander with a Z-6 rotary cannon come down the ramp after him.

"I thought you would have run away like last time," OOM-9 taunted.

"I hate snow," Del Nittin bitterly complained.

"Just pretend it's cold sand and you'll feel right at home," OOM-9 offered.

"That it! I've had it!" The Jawa had lost all trace of the calm demeanor that the Jedi were famous for. "My forces were obliterated not once, but twice! Defeated by an army under the leadership of a droid no less! I will not let this stand! Jawas are the masters of the droids! Hell, any organic is superior to any droid! You foul machines need to be taught who's in charge!"

"I thought those who were the property of the Jedi Order weren't allowed to feel anger," OOM-9 commented on Del's demeanor.

"To hell with the Jedi Order! This is personal, droid!" Del Nittin activated his yellow lightsaber. "Just you and me."

"I don't think so," OOM-9 countered. A pair of baron battle droids fired their dual missile launchers and a thermal detonator battle droid fired his mortar simultaneously and destroyed the parked Nu attack shuttle. The blast knocked the clone trio and the Jedi to the cold, snowy ground.

"You won't escape this time."

"Face me coward!" Del got up on his feet.

"Do you think I'm as stupid as you are? Why would I face you one on one? Especially since I have so many droids ready to kill you," OOM-9 gave a hand signal and all the droids opened fire at once on the Jawa. The two clone pilots were not ignored, one was killed by a super battle droid and the other was hit by a RD-4 radiation launcher from a pilot battle droid.

Del Nittin ducked, dodged and deflected everything that came his way. He was just as annoying to fight as he had been on Zesrop. But his movements were just slightly slower than before; OOM-9 guessed that the Rhen Var's cold climate was adversely affecting the Jawa.

The clone commander tried to fire his rotary cannon, but was shot by OOM-9 before he could unleash his blue fury upon the battle droids.

Del Nittin cut up two super battle droids almost at the exact same time. Then he moved on to a droid marine, and then a security battle droid. Then the Jawa faced the fire from a pair of flame battle droids. Unable to deflect or avoid the flames, the Jawa ran. B1 and B2 battle droids fired at him as he ran. A plasma battle droid Del ran past tried to step on him.

The Jawa Jedi then had to instantly jump up to avoid being incinerated by an armored assault tank. Del landed right on the front of the tank and ran straight up to the top hatch, which opened up revealing Major Ashley Katen. She didn't have her electrostaff with her, but she had borrowed Zako's ZK-II war-axe.

"Ohhhh, not the angry human female again," Del lamented as Katen swiped at him. The Jawa propelled himself over Katen's head, landed behind the tank, and started to cut a hole in the back of the AAT, trying to get inside. But the hatch opened up, and Nittin found himself being shot at by Zako wielding his E-5 blaster rifle.

The Jawa deflected the first four shots but had to bounce away again as SSA-719 had nearly hit him with his E-60R rocket launcher. Del had to flee again as 3B3-888 almost nailed him with a toxic grenade from a RD-4 radiation launcher. Nittin then had to duck as KJZ-8267 passed over him on an armored scout tank.

The Jawa then kept on the move, evading shots from 8EX, 5TE and OOM-8. The three clones from the shuttle were already dead, and his opponents were much tougher than he thought. Del's anger and rage wasn't giving him the power he thought it would.

Del ran at the dwarf spider droid DSD-08, who tried to blast him with a charged power shot. The Jawa leapt and snagged onto DSD-08's antenna. Though OOM-9 saw what was happening and was already running for the spider droid when Del had made the Force jump. OOM-9 nearly obliterated the Jawa's body with the flechette shotgun feature from his custom E-5, but just barely missed. OOM-9 was practically on the spider droid now, and slapped the Jawa off his antenna.

"Utinni!" Del crashed into the snow.

When Del Nittin got back up there was a peculiar site before him. EEK-176 was dual-wielding ZGD gatling guns and had a ZPR gatling gun affixed on his back. The command battle droid brought his three gatling guns up and aimed them at the poor Jawa.

"Utinni!"

EEK-176 opened fire with all three gatling guns. The red and violet lasers spelled certain death for the Jedi. Del deflected and dodged and ran as fast as he could, but another rocket from SSA-719 exploded right in front of where the Jedi was running.

Del Nittin soared through the air. An echoing "Utinni…." could be heard over the sounds of the fierce battle still being waged between the Confederacy and the Republic.

Del had landed somewhere far off, and his original adversaries couldn't find him. OOM-9 and the others couldn't look for long, there were still clones to kill and they assumed whoever in the droid army who found Nittin would take care of him.

Though no one did find the annoying Jawa Jedi. As soon as he had careened into a snow bank, he didn't pull himself out. The Jawa Jedi instead started tunneling under the snow, leaving the battle behind him.

Once Del Nittin had snuck away, the battle had only lasted another five minutes. It was a complete and total Confederate victory.

* * *

Del Nittin finally came up out of the snow. The poor Jawa was freezing to death, but was alive. He tried to contact his troops on his comlink but there was no answer. The Jawa Jedi set out to find help but found no surviving Republic forces. Nittin found himself having to avoid and hide from numerous droid patrols. The Separatist Droid Army was relentless in their search for him. They hadn't much else to do on Rhen Var after obliterating the clone army.

Del's search turned up nothing. No surviving clones, or at least none that the Separatists hadn't captured. There were no usable vehicles or aircraft that the Jawa could use. The damaged Republic vehicles he was able to find were beyond the repair of even the most skilled Jawa mechanic. The CIS had collected all their damaged droids and vehicles so there was nothing to scavenge from their faction. Though the Jedi was fortunate enough to find clone rations to sustain himself. Agonizingly cold days went by.

Del would have to find the locals if he were ever to get off the planet. But then he learned that the Confederacy had left a garrison on the planet after OOM-9's army had departed. Large armies of snow droids policed the locals of Rhen Var now. Though Del guessed that there weren't enough civilians on Rhen Var to fill a _Consular_-class space cruiser.

Del Nittin was severely weakened and could not stand against such odds alone. He couldn't get near civilization and he couldn't get off the planet, a miserable planet of snow and ice, the very environment the Jawa Jedi detested.

* * *

**Author's Note:** The planet Rhen Var appeared in the video games Star Wars: The Clone Wars and both Battlefront I and II.

OOM-9's army destroying the Republic's sensor relays at the beginning of the ground battle is a reference to the Orbital Sensors bonus in the Galactic Conquest mode for Star Wars: Battlefront. The Orbital Sensors bonus prevented the enemy from seeing their units on their mini-map, and was available once your faction held Rhen Var.

The harbor and citadel where SSA-719's troops defend against the Republic are the same as the level Harbor and Citadel from Star Wars: Battlefront I and II.

In Star Wars: Battlefront II, the Rhen Var levels Harbor and Citadel are only available as downloadable content. Corners were cut on the quality of the content, as the guided rockets didn't work for the CIS or the Republic on the Harbor map, though they worked properly for the Galactic Empire and the Rebel Alliance. Hence in the story, I had SSA-719's guided rockets malfunction as a tribute to this glitch that has irritated me for years.

SSA-306 originally appeared in Star Wars Episode I: The Phantom Menace.


	30. Battle of Zaloriis

**Chapter 30: Battle of Zaloriis**

"I have a bad feeling about this," Melissa Sledge picked at the donut crumbs stuck between her teeth with her tongue.

"A bad feeling about what?" Ashley Katen asked as the trio of humans walked down the corridor. The hallway was streamlined, efficient and bland; exactly what one would expect to find in a droid factory. The monotony of the environment was only occasionally broken by a few ceiling-mounted autoturrets. Though the automated defenses tracked the humans as they moved, the trio was unfazed.

"About OOM-9 summoning the three of us. About us being back on Eos. You remember what happened last time."

"What's wrong with being on Eos?" Karl Zako asked.

"We didn't need to return to OOM-9's home planet just to repair the damages incurred from the fight on Rhen Var."

"We did receive casualties," Zako countered. "SSA-719's battle group was hit pretty hard on Rhen Var. I think it's good to take the time to fully repair all troops and vehicles before engaging in another major battle."

"That isn't all we're doing here. We would have been done by now if that was it. The General is up to something."

Katen let her friends blather on as she ate the last of the donuts. When she was finished she casually tossed the donut bag on the floor. Zako turned around and picked up the trash. "Could you try and not make OOM-9's factories look like garbage?"

"You're worse than a cleaning droid," Katen jeered. Zako dropped the bag in a nearby garbage can before the group continued onward to a doorway guarded by a pair of security battle droids.

Once the officer trio passed through the locked door they were met by OOM-9, EEK-176, OOM-8, and Doctor Gatling Quartz. They had gathered in a combat testing room. There weren't too many new droid models being churned from the factories on Eos. Testing facilities had informally morphed into training facilities since the high-quality battle droids spit out by the factories on Eos were capable of learning from experience. But OOM-9 was about to have the room used for its original purpose.

"Good, now that we're all assembled we can begin," Dr. Quartz announced.

"Begin what?" Major Katen demanded to know. "No one ever tells me anything."

"That's because you never listen," EEK-176 joked. Zako laughed, prompting Katen to elbow him in the stomach.

"The ultimate battle droid is complete," OOM-9 proudly announced.

"But General, we already know that. You're standing right there," Katen smirked.

"Very funny, Major. And also true," OOM-9 let Katen's comment slide since she was being such a kiss-ass about it.

A door on the opposite side of the room opened and a squad of twelve black colored battle droids marched in, followed by two peculiar looking dwarf spider droids.

"The Z1 special ops battle droids," Dr. Quartz announced.

The Z1 battle droids looked just like B1 battle droids except they were jet black. Their eyes were silver, in contrast to the black eyes of the regular B1 battle droids. The Z1 droids had their names painted on their back in silver instead of black (in order to be legible for their organic allies).

"It looks like you just gave a few B1s a custom paint job," Sledge said.

"That is the idea," OOM-9 stated. "The clone troopers and Jedi will never realize how deadly they are."

"What about those spider droids?" Zako asked.

"The Z1 special ops dwarf spider droid," Dr. Quartz explained. The Z1 dwarf spider droids had black eyes instead of red, and parts of their armor were also black.

Behind the twelve battle droids and two spider droids a Z1 command battle droid stepped forward. "Commander KLO-657 was converted to be the first Z1 command droid. The others were build as they are," OOM-9 explained. KLO-657 still had the shell of a normal command battle droid, but was painted black with silver eyes and nametag on his back. Instead of the dull yellow markings typical of command droids it was now silver. KLO-657 also had silver CIS emblems painted on his shoulder plates.

"What do they do that is different from the HouseKarl battle droids Quartz produced earlier?" Sledge asked. "This is the same trick as last time, disguise ultra powerful droids in older model shells to confuse the enemy."

"You'll see soon," Quartz answered.

"Will you be getting this upgrade as well?" Zako asked OOM-9. Commander Zako had originally helped OOM-9 plan the designs for the Z1 battle droids, and thus had a good idea as to what their upgrade was, though he had never shared that information with Captain Sledge.

"No. KLO-657 will be the only one," OOM-9 answered.

"Why convert him?" Sledge asked. "Why not just built a Z1 command droid from scratch?"

"KLO-657 will be the leader of my elite Z1 droids. I need a unit with experience. These new units are far to expensive to leave in the care of an inexperienced commander."

"I suppose you want me to fight one to test their abilities?" Katen guessed.

"No, that will not be necessary, Major," OOM-9 patted her on the shoulder. "I have something different in mind."

"Care to tell me what it is? I hope it's violent."

"But of course," OOM-9 replied. "How could it not be? Bring out the clones."

A squad of super battle droids escorted in a group of clone prisoners. Most had been recent captures from clones that had surrendered after the recent battle at Rhen Var.

The droid and human CIS officers and the Skakoan scientist left the testing area to watch from the safety of an observation room.

The clones had been given their armor to wear, and thus they assumed they would be used as target practice. When the super battle droids left the room, Commander KLO-657 approached the clones. "Your weapons are on the far side of the room, you better hurry up and acquire them," the Z1 command droid pointed.

The clone instantly made a dash for their weaponry. "Go go go!" one of the clones yelled. The clones were at the other end of the room in seconds and grabbed their guns. The Separatists had provided them with DC-15S blasters, DC-17 hand blasters, DC-15A blaster rifles, and a Z-6 rotary blaster cannon. The Z1 battle droids were only equipped with standard E-5 blaster rifles.

"You're going to regret giving us our guns back!" a clone whooped.

"Begin operation," OOM-9 ordered the Z1 droids over the intercom.

All the Z1 droids suddenly turned invisible. The clones were stunned; they were not expecting the droids to vanish.

"Where'd they go?"

"I dunno."

"What do we do now?"

"Head for the doors!" a clone said. "If they're not gonna fight then we'll just blast our way out of here-" the clone giving the order exploded into meat chunks.

A Z1 spider droid was now visible. "They cannot attack and maintain their stealth mode at the same time," Quartz explained to the CIS officers.

"Light it up!" a clone yelled. But then that clone took a hit. Suddenly all the Z1 droids were winking back into existence, at different positions around the room.

Every time one of the clones tried to target a droid, it would disappear. Then the clone was attacked by a different droid from another direction. The whole thing was quite a sight to behold. The droids were making absolute fools of the clones.

During the fight it became clear that the Z1 spider droids shot violet lasers from their cannons. They were substantially more powerful than the cannons of standard dwarf spider droids. Though it was not immediately obvious, since even standard dwarf spider droids were able to kill clone infantry with ease.

"Clone! Watch your fire!"

"Sorry." A clone had accidentally hit a teammate when wildly firing at a Z1 battle droid.

"This isn't so impressive," Katen said to OOM-9. "So you gave them the stygium crystals we got from Krona. They can turn invisible. So what? Our regular battle droids could have wiped out these clones."

"These droids are just as powerful as the HouseKarl battle droids," Quartz said.

"Does it matter?" Katen countered.

"Katen has a point," Zako admitted. "The clones are no match for even our most basic soldiers. How can we justify the cost of these elite units when any droid will do? Perhaps we've made a mistake."

"You're thinking too narrowly," OOM-8 interjected. "You fail to take into account elite clone units and Jedi. That is what these droids are really for."

"Indeed," Zako said.

"At any rate," OOM-9 started. "This wasn't the real test. I know they are more than a match for a standard clone trooper. The real question is whether they're worth the cost, yes? I have a plan to measure their worth."

"You want us to go find a Jedi?" Katen asked. "I bet you anything the one time we go looking for a Jedi, there will be none to be found."

"Negative, Major," OOM-9 said.

"So what's your plan?" Zako asked.

"A competition amongst my most elite units. The Z1 Special Ops droids, HouseKarl battle droids, BX droid commandos, and marine battle droids will assault a Republic installation together. Then we will see who performs the best."

"What about our human shock troopers? Will they be included?" Zako asked.

"No. This time it is droids only. We must find out which droids are worth the cost of production." The last of the clones fell to KLO-657, the command droid had snapped his neck from behind.

* * *

OOM-9 had chosen the planet Zaloriis to test his new droids. Zaloriis held a secret Republic walker factory and research station. A captured Republic officer had provided the Separatists with the precise coordinates of the factory and research base.

Melissa Sledge was sent to Zaloriis under the guise that she was a merchant named Candy Butternubs. OOM-9 provided Sledge with a purple Gozanti cruiser to transport the droids. Her ship touched down on the capital city of Zaloriis, Zaloriis City, without incident and she was able to sneak the battle droids through customs. It wasn't too difficult as she claimed to be delivering worker droids and droid parts to a series of small shops. The battle droids had been folded up into the large cargo crates with some PK worker droids and some basic droid components. The Z1 dwarf spider droids were more difficult to pack but had been shoved in the crates with the others nonetheless.

Once the security personnel had left the docking bay, the battle droids crawled out from the messes in the crates. "Was that necessary?" a droid marine asked. "We could have easily overpowered the guards."

"Then others would wonder what happened to them and come looking," Sledge explained. "We just got here, there's no need to alert the Republic to our presence so soon." The Z1, HouseKarl, and BX droid commandos were highly elite units programmed to handle infiltration missions. The marine battle droids weren't programmed for finesse but rather to capture starships by force, often noisily. It was for this reason that Sledge was patient with the droid marine; he was somewhat out of his element. Sledge was sure the droid marines would be the first to alert the Republic of their presence once the attack was underway. But Sledge also considered them to be excellent fighters. She wasn't sure which team would end up winning the contest.

"All right, you all know where to go," Sledge sent the various battle droids on their way. Sledge and the PK worker droids went off to actually try and sell the spare droid parts.

* * *

It was effortless enough for the battle droids to leave Zaloriis City undetected. The locals seemed to be slow and dull-witted and the droids were on their way to the Republic's secret walker factory. The factory was hidden from civilization near the Fantain Mountains.

The battle droids had to cover long stretches of land with very little cover. The CIS droids could have been spotted from the air, but the harsh winds had deterred the Republic from sending out any kind of aerial patrols, not that they had any reason to from their point of view. Zaloriis had been spared from the touch of the Clone Wars so far, and the Republic had no reason to think that it wouldn't stay that way. On the surface, Zaloriis wasn't strategic in any significant way. Even the planet's local populace seemed aloof about the galactic war that was tearing apart the galaxy.

The cold, sharp wind sliced against the battle droids as they continued their trek. Though the cold wind made no difference to the droids, and it didn't even slow their progress. If anything the uncomfortable weather was an advantage to the Separatists as it deterred the Republic from venturing outside their base in large numbers.

* * *

Melissa Sledge found a small, unassuming droid shop. "Let's go," she told the PK worker droid accompanying her. The worker droid carried a small crate containing samples of the wares that Sledge was hocking. A bell chimed as Sledge and the PK droid walked through the shop's front door.

A scrawny human male looked up from the counter to greet the visitors. "Good day," he paused. The woman before him was absolutely beautiful. She was a slender woman. She had intense brown eyes and short black hair. "How may I help you?" he finally continued.

"Yeah, I have some droid parts for sale, if you're looking to buy." Sledge was short and to the point, she was hardly a saleswoman.

"I'm sorry," the human clerk started. "I haven't worked here too long, but I don't recognize you as one of our regular suppliers."

"That's because I'm not. I'm from off world."

"An offworlder? We don't usually get your types in here. They usually do business with the big dealers."

"Yes, but they're just not doing it for me. Perhaps you can satisfy my needs?"

"Uhh," the young man stuttered. His eyes gazed up and down her body. Sledge guessed that he was only seventeen or eighteen years old. Judging from the young man's actions, Sledge could tell that he found her attractive.

"Show him," Sledge motioned to her PK droid. The worker droid set down the crate and opened it up. "So, where's the manager? We gonna do some business here or what?"

"I'm sorry, but the manager is out sick today."

"What about the owner?"

"The manager is the owner of the shop."

Sledge grumbled and the PK droid started up close up the crate.

"But I can conduct business on her behalf," he lied. He'd get in trouble later, but he didn't want her to leave. "Oh, um. My name is Lou. Lou Serr."

"Charmed. My name is Candy Butternubs," Sledge lied. She wasn't stupid enough to give out her real name while undercover.

* * *

The mountains on the horizon grew larger and larger over time as the battle droids went about their march. Though they reached the factory before they reached the mountain range. The complex was entirely surrounded by a heavy wall that went about the area in a perfect square. There were massive, vehicle-sized gates on the western, eastern, and southern walls.

Commander KLO-657 gave the different squads their directions. "The special ops droids will attack from the north." The Z1s were the newest and presumed deadliest droids in the group, thus KLO-657 assigned them the furthest end of the base to buy the other teams some time (as they had approached the base from the south). "The HouseKarls will attack from the south, the commandos to the west, and the marines to the east."

The separate teams broke off to advance on the base in their own way. The terrain was no longer empty or barren as there were several craggy outcroppings and scattered boulders for the droids to use as cover. There were only a few light turrets scattered about behind the walls of the base, and none of them spotted any of the battle droids as they approached.

The Z1 droids had engaged their stealth mode and were quickly making their way to the northern side of the base. Since their assigned wall was closest, the HouseKarls held off from attacking to give the other teams some time and to see what the other teams would do.

Only a few clone patrols paced about outside the protection of the walls. Two clones in particular were the targets of the BX droid commandos. CDC-76 and another droid commando snuck up and silently killed the clones with their vibroswords. They planned to don the clone armor in order to get the western gate opened so the other BX droid commandos could enter.

The droid marines were in luck; an RTT was making its way through the eastern gate. The gate was open, so the marines charged in guns blazing. There were only four clone guards, and they were blasted by the front most droid marines wielding E-5 shotguns. The RTT, as it turned out, was carrying not only supplies but a squad of clone troopers as well. When the troop transport's side door opened, droid marines armed with RD-4 radiation launchers lobbed their toxic grenades right into the open hatch of the transport. The clones had nowhere to go, nowhere dodge, and were instantly killed.

The marines' straightforward attack alerted the Republic base, and two of the other droid teams also dropped any preface of being stealthy and attacked. The Z1 and HouseKarl battle droids had magnetized their feet and simply ran up and over the walls. The BX commandos had managed to get the western gate open by pretending to be clones, but their plan had cost them more time in comparison to the swift action of the other squads.

* * *

With the battle started, KLO-657 sent a signal to Sledge. Sledge's comlink started to beep.

"Something wrong?" Lou asked.

"No, just a moment," Sledge excused herself and whispered orders to her PK droid. The worker droid turned and left the shop.

"So," Sledge turned back to him. "Where'd you get all those E-5 blaster rifles? I thought this was a droid shop." She pointed towards the back of the shop.

"Salvage sold to us from scavengers."

"The Confederacy isn't on Zaloriis. I thought you said you didn't get a lot of business from offworlders."

"They were first sold to the big dealers, who then sold them to us," Lou explained.

"Ah, of course."

"Yeah, the Confederacy's weapons of war are all over the galaxy. They certainly have enough of them. You can find those wretched guns everywhere."

"You don't think much of the E-5 model do you?"

"And you do?"

"Of course. They're sturdy and reliable. You try bashing in a pirate's head with one of those prissy Republic DC-15S blasters and let me know how that goes."

"You're a fighter?"

"Of course. I'm a smalltime merchant. I can't afford a bodyguard. A girl's gotta protect herself, you know." Sledge pulled the SE-14 blaster pistol from her holster for him to see.

"Right."

"So how much for the E-5s? I'll take all that you have. Better yet, let's make this easy. How about a trade?" Sledge crossed her arms over her stomach.

Lou didn't know what to do. How could he refuse such a beautiful woman? But the droid parts she offered really weren't worth the blaster rifles. "Okay."

* * *

The PK droid returned to Sledge's ship and then relayed KLO-657's signal to the 8th Fleet. OOM-9's armada then made a short hyperspace jump and ended up right in front of Zaloriis. There was no hiding now. The Galactic Republic military force stationed on Zaloriis knew the planet was under threat of invasion from the Confederacy of Independent Systems.

* * *

The HouseKarl battle droids started with killing the clones stationed at the two turrets protecting the southern wall. Once the clones were dispatched, the droids smashed the turrets' controls, rendering them unusable. The HouseKarls then turned their attention to their next target, the legions of parked clone personal walkers stationed in front of the main factory. Though there were multiple clones and factory staff rushing to man the anti-infantry walkers and use them against the invading droids.

Over a dozen of the small walkers ended up being occupied by an operator. Though whether the walkers had a pilot or stood motionless made little difference against the HouseKarls. The droids moved too fast and erratically for the walkers to target. Many of the HouseKarls were armed with ZK-III battle-axes, and simply rushed the walkers and cut one of their legs. As clone personal walkers stood on two legs, losing even one caused them to crash down to the ground. As the battle-axe wielding droids cut through the moving walkers, the HouseKarls armed with other weaponry killed the operators that got out of the walkers that had been downed.

The droids moved throughout the base, slaughtering any and all they came upon. With the carnage of a battle so blatantly against the Republic's favor, some of the clones pulled back inside to the factory itself.

Rather than go into the factory buildings with the other Z1 battle droids, the special ops dwarf spider droids went around them, killing any clones that came across their path.

When the Z1 battle droids entered the factory they soon found themselves in the assembly area. Automated construction arms were busy gong about assembling various parts needed to produce a complete clone personal walker. KLO-657 was not impressed by what he saw, the droid factories on Eos or Zakkudos were much more massive and efficient than the walker factory was.

"Fan out in groups of two. Find the primary power source," Commander KLO-657 instructed.

Before the Z1 battle droids could completely split off into their separate teams, a herd of Kaminoan worker droids stumbled upon them. The Republic worker droids were very confused by the presence of the intruders.

"Dumb droids," the Z1 battle droid Z-8 remarked.

"The Republic couldn't manufacture a decent droid to save their existence," KLO-657 stated. "Actually, it will cost them their existence, since they can't make a decent clone soldier either."

After KLO-657's insults about the Republic, the Kaminoan worker droids had made up their minds about what to do with the intruders. The Kaminoan worker droids started to attack the Z1 battle droids. The worker droids had no weapons to speak of, but that didn't stop them from assaulting the special ops droids with a series of slap attacks.

KLO-657 had to fight back laughter. The other Z1 droids were too new to have accrued much of a personality yet, but the old command droid found the situation very amusing. KLO-657 grabbed the head of the worker droid that was pounding on him and twisted it off. The headless body was still moving about until KLO-657 gave it a swift kick. The headless worker droid crashed to the floor and didn't get back up. KLO-657 then punted the head into another worker droid.

The other Z1 battle droids followed suit. The entire herd of Republic worker droids had been destroyed in seconds. The Z1 battle droids finally split up to find the factory's power source.

* * *

The massacre of the Kaminoan worker droids had made a great deal of noise, and some clone troopers went to investigate what was going on.

"The battle droids made it inside the factory," a clone trooper stated.

"Of course they did, no one locked the doors," another clone angrily stated.

"I don't have the codes to initiate a lockdown," the clone sergeant snapped. "Those non-clone morons running this facility are going to get us all killed. Now spread out and find those battle droids!"

"Yes sir!" all the clones in the squad answered.

"They can't have gone too far. We'll get them."

* * *

Splitting up the special ops squad into teams of two meant that KLO-657 was on his own. He was the single Z1 command droid in charge of the twelve Z1 battle droids in existence. Though KLO-657 hardly needed a partner. Not when he was armed with a precision SE-14 blaster pistol. A very expensive and rare sidearm, the precision SE-14 blaster pistol was superior to both the standard SE-14 and commando SE-14 models. The precision pistol fired fast, powerful, highly accurate, violet colored blaster bolts.

So when KLO-657 came across three clone troopers, he was able to kill them with ease. KLO-657 had thought the short skirmish was over, until he was shot in the back. The Z1 command droid turned around to meet his attacker, but found no one. He searched around, but in the midst of the factory's many assembly lines there were many places for his opponent to hide. He was shot again, but the droid found his opponent. A clone lieutenant was equipped with a jetpack and was hovering in midair. The noise of the factory had drowned out the sounds from the clone's jetpack.

The clone lieutenant fired his DC-17 hand blaster another three times, though only managed to score two hits on the droid. Despite taking multiple blaster bolts, KLO-657 showed no signs of slowing down as he returned fire. The clone evaded the incoming fire and kept attacking. Surprised that his hand blaster wasn't able to bring down the skinny droid, the clone lieutenant blazed forward with his jetpack and purposefully slammed into KLO-657.

The tackle knocked both KLO-657 and the clone onto an assembly line. The collision had knocked away the battle droid's precision pistol. The pistol was still on the assembly line, though the clone stood between KLO-657 and his weapon. The clone lieutenant raised his DC-17 blaster to fire, but KLO-657 threw a right jab that sent the clone sprawling to the ground. The clone rolled away as KLO-657 tried to stomp on his head. But the clone lieutenant had lost his blaster when he took the hit and now both combatants were without a sidearm.

KLO-657 didn't need a blaster and resolved to kill the clone with his metal hands. The clone caught his lunge and the pair struggled as they avoided the assembly line's automated manipulator arms that were still piecing together walker parts. When the clone realized that the black command battle droid was significantly stronger than him, he activated his jetpack and took off. KLO-657 held onto the clone's foot, bringing him down. The clone kicked at the droid with his free foot and KLO-657 fell back onto the assembly line.

KLO-657 ran for his precision pistol while the clone flew over to a control console on a walkway overlooking the assembly line. The clone lieutenant shoved away the Kaminoan worker droid at the controls and overrode the assembly line's manipulator arms to attack KLO-657. One of the arms slammed into KLO-657, but the Z1 droid grabbed a hold of it and ripped it from its base. KLO-657 swung the arm into the others as he fought his way to his pistol. Once he grabbed his gun, KLO-657 was easily able to blast any other obstacles that threatened him.

The clone lieutenant took to the air again, dodging blasts from KLO-657. But the clone was suddenly hit from a different direction and came crashing down onto the line again. KLO-657 turned and saw that some of the marine battle droids had made their way into the factory. One marine armed with a regular SE-14 blaster pistol had shot the clone lieutenant.

KLO-657 approached the clone, but didn't fire his blaster pistol. The clone tried to use his jetpack to take off again, but it wouldn't start up. With the command droid upon him, the clone chose to go down fighting and threw a punch. KLO-657 caught the clone by the wrist and snapped it. The clone sent another punch coming with his other hand but KLO-657 blocked it and slapped the clone off the assembly line. The clone lieutenant fell onto another assembly line lower down and was smashed by machinery meant to work on walker parts.

Nearby, the special ops battle droids Z-1 and Z-2 were killing a group of factory workers. After they finished with their killing, they noticed what looked to be a sealed control room for the factory hanging from the upper levels. The two Z1 droids holstered their weapons onto their backpacks and starting scrambling up various pieces of machinery and pipes to reach the control room. Having magnetized their hands and feet the two droids crawled up the walls as if they were some kind of murderous aliens from some ancient horror vid.

They were quickly able to reach their destination and crawled up to peek through the room's observation window. The factory workers in the room stared at the battle droids, unsure how they had gotten up so high. Z-2 pulled the flechette E-5 shotgun connected to his pack and blew the window in. The two droids crawled in the control room. Z-1 unhooked his elite E-5 blaster rifle and started killing the factory workers as they tried to flee. With the organics dead, the two Z1 battle droids started messing with the factory controls. They set the assembly lines to work at an unsafe speed and remotely disabled the power regulators. When they were finished playing around they smashed the control consoles so their sabotage couldn't be undone.

* * *

The special ops battle droids Z-3 and Z-4 were the ones to find the main power generator. The Republic was smart enough to leave guards, but the four clone troopers were easily killed by the two Z1 battle droids. Z-3 and Z-4 updated their progress to the other droids, prompting the battle droids inside the factory to start to move towards the exits. Z-3 and Z-4 collected the thermal detonators on the clone troopers and set them in a pile in front of the generator. Then they shot the pile of explosives and started to run.

The main power generator was destroyed, but the factory kept going. Secondary power sources were still up but the factory assembly lines were starting to malfunction or fall apart as the Republic workers lost control of the factory's power regulation.

All the battle droids were able to escape and get clear of the factory before it was engulfed in a series of seven explosions that ultimately left nothing but a heaping wreck of smoldering scrap metal where a high-tuned factory once stood moments before. With their connection to the CCCs on the droid control ships in orbit, the droids were able to quickly tally the kill and casualty counts for each of the four teams.

* * *

"Ah, the results," Dr. Quartz looked at the readouts on the screen. In terms of numbers of kills, the Z1 special ops battle droids had scored first, the HouseKarl battle droids had earned second, the marine battle droids ranked third, and the BX droid commandos came in fourth. The BX droid commandos were the other team to suffer casualties, which amounted to two droids that could be repaired later.

"I'm surprised the BX commandos did so poorly. CDC-76 must be furious," Katen said.

"One would be stupid to underestimate the marines," OOM-8 said.

"How disappointing," OOM-9 stated. The others looked at the general, the humans with expressions of puzzlement on their faces.

"Something wrong? I thought they all did well," Zako said.

"They did kill effectively, not enough to warrant their price. The Z1s barely beat the HouseKarls in numbers of kills, yet they cost much more," OOM-9 explained. It was as he feared, the project wasn't cost-effective. Even if they were sent against Jedi, there simply weren't enough of the Order left to kill. Jedi were dying every day, long before OOM-9's Z1 battle droids or the HouseKarls.

"You have to take in variables such as the randomness in finding enemies," Quartz responded.

"True," OOM-9 agreed. "But I don't think it would matter much. We can't afford to mass produce the Z1s or the HouseKarls."

"We've crammed so much high-quality tech into such old body shells. Of course they are going to be expensive," Quartz replied.

"Indeed, the Z1s and the HouseKarls cost more to manufacture than the IG-100 MagnaGuard models," OOM-8 stated.

The officers soon dispersed as they would be personally joined the invasion of Zaloriis soon.

* * *

The research base was east of the walker factory, at the end and at the edge of the Fantain Mountains.

Common sense would have dictated that OOM-9 should have sent his elite teams to take the research base first, in the hopes that they might be able to seize any technical data on experimental walkers. But OOM-9 purposefully had them attack the factory first. OOM-9 did not believe that the scientists would permanently delete any substantial research. And with the 8th Fleet in orbit, the Republic was not going to be able to transmit or evacuate any vital research off of Zaloriis. OOM-9 wanted to save the research base for last to give the Republic time to deploy any experimental walkers they might be keeping there in order to give his elite droids a fresh challenge.

The core ships from the _Magna Musai_ and the _Scrapyard_ landed near the Republic research base. The _Glaciarium_'s and _Saak'ak_'s core ships had been sent to occupy Zaloriis City. Hordes of various droids and vehicles left the gigantic spheres. OOM-9 led the attack on the research base while EEK-176 was in charge of taking Zaloriis City. A few _Sheathipede_-class shuttles had been sent to pick up the elite droid squads at the now-destroyed factory to transport them to the battle at the research base.

* * *

"We have to get off the planet," Lou said. "You have a ship. We can leave on that."

"Why?" Candy Butternubs asked. "So you exchange clone troopers for battle droids. What's the big deal?"

"I've heard stories about how the Separatists treat conquered planets. The murderous butcher General Grievous could be leading this invasion, we have to get out."

"I doubt Grievous is the one attacking Zaloriis." Melissa Sledge had gone along with Lou Serr so far. The sudden threat of war and death had transformed Serr from a stuttering fool into a man capable of taking action. The pair had taken E-5 blaster rifles and V-1 thermal detonators from the store's stock and left in Serr's landspeeder.

"Where are we going?"

"To my parents' house. I'm not leaving without my family."

The distance from the shop to the Serr family house was not that far, but the going was slower due to the panicking civilians running about the streets and the local police desperately trying to fight off the legions of battle droids released from the Separatist core ships.

The police were doing very poorly. They were outnumbered and outmatched by the Confederacy's B1, B2, and dwarf spider droids. The Republic had a very small official presence on Zaloriis. There were few clones in Zaloriis City itself. Most of the clone troopers were split up, acting as commanders for the police squads. Spreading themselves so thin from their brothers seriously hindered the clones' ability to fight effectively but the police needed the direction and leadership they provided. Police units that weren't lead by a clone trooper tended to surrender to the battle droids instead of fight them.

Candy and Lou had made it. "I'll be right back." Lou ran into the house to get his family. To Lou's relief, his family was alive and safe. His father, mother, and two younger sisters were shaken but otherwise fine. He ushered them out to the landspeeder.

"This is Candy Butternubs, she has a ship we can use to get off the planet," Lou explained.

"Hi," Candy said.

"I didn't know you had a girlfriend," Lou's mother said.

"Nice," Lou's father said.

"We don't have time for this, get in. We gotta go!" Lou would have to explain to his parents later that his relationship with Candy Butternubs was purely professional. But Lou held out hope that might change. Candy was very nice to him and seemed to be almost flirting before the Separatists showed up. And she was letting them escape on her ship. Perhaps it was the start to a relationship. But such thoughts were ridiculously selfish given the severity of the situation.

The Serr family squeezed into the landspeeder with Lou's father at the wheel. Lou and Candy and scrunched in the back with Lou's two sisters.

There were still plenty of crazed civilians to avoid but it looked like they had a clear shot to the docking bay.

That seemed to be the case, until a trio of armored scout tanks showed up and started to tail the landspeeder. Sledge looked back to see that it was none other than the pilot droid KJZ-8267 leading the trio of scout tanks. KJZ-8267 was riding a blue and gray AST with his wingmen were using beige colored armored scout tanks.

The ASTs didn't fire but were gaining ground on the landspeeder. Butternubs pulled her SE-14 blaster pistol on the ASTs. "Back off!" Sledge shouted at the pilot battle droids.

KJZ-8267 and his wingmen broke away. KJZ-8267 figured something was up, and wasn't going to break Sledge's ruse.

"Wow, you scarred off battle droids!" Lou was surprised.

"I told you I could take care of myself," Candy replied.

* * *

The Republic's defenses at the research base were standard but performed pathetically against the crushing numbers of the CIS forces. OOM-9's homing spider droids, NR-N99 tank droids, hailfire droids, AATs, and bio cannons were more than a match for the Republic's light and medium turrets. The turret gunners chose to target the hailfire droids when they could. The hailfire droids had incredible destructive power yet were fragile compared to other CIS vehicles. It was for this reason that OOM-9 had assigned three NR-N99 tank droids to protect every one hailfire on the battlefield. Though the turrets aimed for the hailfire droids, half the time they ended up hitting one of the NR-N99 tank droid escorts.

The Z1 special ops droids, HouseKarl battle droids, BX droid commandos, and marine battle droids were leading the infantry charge. The battle droid infantry were running at full speed to try to catch up to the hailfire and tank droids that blazed past them. As the hailfire and NR-N99 droid tanks focused on the base's turrets, the clone infantry were able to get past the Confederate vehicles unharmed and were able to attack the battle droid infantry at full strength.

"ZSD-1, take out that clone commander," KLO-657 ordered one of the special ops dwarf spider droids.

The Z1 spider droid beeped in acknowledgement and blasted the clone commander as ordered.

The limited clone infantry on the battlefield were easily overpowered. With their commander now dead, they were performing even worse.

Captain SSA-719 was hanging on the side of OOM-9's armored assault tank. "I think we overdid it, General," the security battle droid said. "The central control computer estimates we outnumber the Republic's soldiers two hundred and fifty to one."

"We're fine," OOM-9 replied. "I like using overwhelming force to crush our enemies. We have more than enough units in reserve if something were to happen anyway."

"Yes sir."

The battle was going by fast. Various kinds of Republic walkers emerged from the base, but none of them were new. OOM-9's AAT was approached by an AT-XT. Knowing they were vulnerable to the walker's weapons, OOM-9 withdrew to the inside of the tank and closed the upper hatch while SSA-719 hopped off the side of the tank entirely. The AAT's secondary laser blasters unleashed a volley on the walker's armored cockpit. OOM-9 fired the primary laser cannon, but the AT-XT activated its shield generator just in time. The shield was durable, but only lasted a few seconds. But they were seconds OOM-9 couldn't afford as the walker plastered his tank with blue laser fire. SSA-719, equipped with an E-8 heavy projectile launcher, ran up to the walker. When the shield dissipated, SSA-719 shot a rocket right where the chin cannon connected to the walker's cockpit. The double laser cannon nearly fell off. The walker's pilot tried hitting OOM-9's AAT with the mortar launchers but he had been aiming at the tank so that the chin gun would hit and the mortar shots went over the armored assault tank. OOM-9 fired the primary cannon again and shattered the walker's head. The legs wobbled for a second and then fell backwards. With his opponent destroyed, OOM-9 opened up the tank's top hatch again to better observe the battlefield.

The fight was more of a contest between the CIS infantry and vehicles to see which group could destroy the Republic walkers first.

"I haven't even seen any new walkers," OOM-9 looked through his electrobinoculars.

"Maybe they have no new walkers," SSA-719 offered as he climbed back onto the side of the armored assault tank.

"I'm inclined to believe that at this point. The Republic seems to be failing in their research and development."

It did not take much effort for the Confederates to win the battle. Afterwards, when the Republic's computers were searched for information, OOM-9 learned that the research base had made no progress on a new walker model. The whole thing had been a rather hollow victory.

* * *

The landspeeder made it into the docking bay and, with Butternubs' instructions, Mr. Serr drove the landspeeder right up to her parked Gozanti cruiser. There was a welcoming committee waiting in front of the ship.

"Oh no…." Lou said. The Serr family was immobilized by fear and surprise.

"How'd they find us?" Mr. Serr asked aloud.

"Wait! Don't! You'll be killed!" Lou tried to stop Candy from getting out of the speeder to stare down the squad of Separatists.

Commander Zako, Major Katen, 3B3-888, 8EX and the dwarf spider droid DSD-08 stared back at Candy Butternubs. Lou got out of the speeder and ran for Candy, grabbing her and trying to pull her away.

"Knock it off," Candy shoved Lou back.

"You look awful," Ashley Katen spoke.

"What?" Butternubs said.

"Merchant clothes don't suit you, Captain," the super battle droid 8EX stated.

"Wait…what?" Lou asked.

"KJZ-8267 told us you might be heading for your cruiser," Karl Zako was encased in his FR-8 shock trooper armor. "Care to explain what this is all about?"

"Just taking these fools for a ride," Sledge said.

"What?" Lou was confused. "Candy, what's going on?"

"Haven't you figured it out yet? You idiot! I'm no merchant. I'm a Separatist officer! I smuggled battle droids onto this world before the main invasion!" Sledge laughed.

"How…why?" Lou didn't know what to say, didn't know how to process what he was hearing. The woman he had fallen for was nothing but a lie. "Candy…how could you?"

"Wait," Zako cut in. "You actually used it?"

"Huh?" Lou said.

"Candy Butternubs!" Zako laughed. "You actually used that name? And they bought it? Ha!" The Separatists started to break out into laughter. Even DSD-08 was laughing in his beeping droid language.

"Really? You thought her name was Candy Butternubs?" Katen directly addressed Lou. Sledge started to laugh too.

"You liar! You Separatist murderer!" Lou yelled at the woman whose name he thought was Candy Butternubs.

Sledge couldn't stop laughing. It was a cruel and evil laugh. She wrapped her arms around Zako, trying to insinuate that he was her lover. "Ha ha ha! You loser!"

The Serr family was still in the landspeeder. Mr. Serr had enough of what he saw and heard. He grabbed for one of the E-5 blaster rifles they had brought along.

"Do not move," 3B3-888 warned the human.

Mr. Serr didn't stop. He pointed the rifle in the general direction of the Separatist squad. Before he could get off a shot the Separatist soldiers opened fire. Sledge and Lou dove out of the way.

It happened in the blink of an eye. One of the blasts from DSD-08 had struck the speeder hard, and ignited the V-1 thermal detonators the landspeeder carried. The vehicle erupted in an explosion that claimed the lives of both of Lou's parents and siblings.

"Nooooooo!" Lou ran to the flames, but stopped when it got too hot. His family had been reduced to charred skeletons. Tears in his eyes, Lou turned to Sledge. "Why? Why did you do this? Why did you kill my family? What did we ever do to you?"

"It was a joke. This is your father's fault, not mine. He grabbed the gun. Stupid idiot should have known better." Sledge didn't find the situation as funny as she did a few seconds ago.

Lou Serr started to back away, as if he were going to turn and run.

Zako raised leveled his E-5 at Lou but Sledge swatted it down. "What are you doing?" Sledge demanded.

"I'm going to kill him, what do you think I'm gonna do?"

"Hey, ease off," Sledge said.

"We killed his family," Zako stated.

"That was an accident. It wasn't supposed to happen. They're civilians."

"But it did happen. I'm going to take care of him now to make sure he doesn't cause us problems later when he comes looking for revenge."

"I agree with the Commander," 3B3-888 chimed in. "At this point we should consider him an enemy combatant."

DSD-08 beeped in agreement with Zako and 3B3-888.

"Just, let him go," Sledge said.

"What?" Katen was surprised that her friend was trying to save this one dumb guy. "Let's just kill him."

Zako paused for a second. Lou took off running. 3B3-888 got off a shot, but missed, and then Lou Serr was gone.

"You're going to regret this later," 3B3-888 warned Sledge.

"That human isn't going to be harming Captain Sledge as long as I'm around," 8EX told the B1 battle droid.

"Fine. We'll worry about this later. We still have a battle to win," Commander Zako urged the group back to the city streets where the fighting was still going on.

"You coming?" Katen turned back when she noticed that Sledge isn't following.

"No. I'm not going into battle wearing this." Sledge was tired. It had been a weird day. "I'll take the cruiser back up to the 8th Fleet."

Major Katen turned back to follow the others. Sledge gave a poor excuse not to fight. Katen worried about her friend, Sledge was not a bloodthirsty as her, but she was never soft against the enemy either. Katen was in for a rude surprise, for as soon as she caught up to the others, they all had to dive out of the way of a police landspeeder that was careening out of control due to the fact that DSD-08 had blasted the driver. Sledge may have been less bloodthirsty than Katen, but it was possible that the Major was even less bloodthirsty than the dwarf spider droid DSD-08.

* * *

**Author's Note:** The planet Zaloriis appeared in the computer game Star Wars: Galactic Battlegrounds.

The clone personal walker appeared in Star Wars: Galactic Battlegrounds: Clone Campaigns.

The appearance for the Z1 dwarf spider droids comes from Galactic Battlegrounds: Clone Campaigns. Though in Battlegrounds, the unit is just the standard dwarf spider droid, the artist's unique design is what inspired me to create the Z1 dwarf spider droid. The Z1 spider droids are also intended to sound like the dwarf spider droid in Galactic Battlegrounds. They still communicate in a beeping language like regular dwarf spider droids, but have much deeper voices.

The precision SE-14 blaster pistol, elite E-5 blaster rifle, and flechette E-5 shotgun all appeared in the video game Star Wars: Battlefront II.


	31. Retaking Thule

**Chapter 31: Retaking Thule **

The planet Thule had been conquered by the Republic early in the war. It was the semi-arid planet where Anakin Skywalker had destroyed the Dark Reaper. While Thule no longer held any weapons of mass destruction, the Confederacy had decided it was time to take it back. And the Separatist Alliance had chosen General OOM-9 for the task.

Before commencing with an all-out attack, OOM-9 sent Trade Federation super freighters to insert Z1 special ops battle droids and Trade Federation probe droids on the planet and its moon, Sivvi. The Z1 droids made contact with the planet's CIS loyal locals, small groups of humans, Ubese and Arkanians, who were more than happy to point out that the Republic was primarily stationed in and around the city of Kesiak. They also revealed that the Republic had built an anti-orbital cannon on the moon. The Trade Federation probe droids confirmed the locals' claims.

The Republic had taken the old Separatist shield generator complex on Sivvi and converted it into an anti-orbital cannon. A clever choice, OOM-9 guessed the Republic intended to use the cannon against the planet itself were it ever to fall under attack by the CIS again or suffer from a populist uprising. It was an ingenious idea to compensate for the limited number of clone troopers available. The Republic was getting better at waging war, OOM-9 had to give them that.

* * *

When the 8th Fleet exited out of hyperspace, there was only a trio of Venator star destroyers to oppose them. It was not the Venators that were the problem, though.

"All ships hold position. Engage the cruisers at long range," OOM-8 ordered the 8th Fleet. The old command droid turned to his successor. "General?"

OOM-9 studied the readouts for a second. "Yes, begin the operation."

"Roger roger."

The Lucrehulk battleship, _Profiteer_, broke away from the rest of the fleet and headed towards Thule's moon. If the droids wanted to successfully take Thule, they would need to remove the moon's anti-orbital cannon out of the equation.

None of the Venator star destroyers moved to block the _Profiteer_, they were too preoccupied with the rest of the 8th Fleet. The _Profiteer_ unleashed a group of Vulture droids, Scarab starfighters, and C-9979 landing craft before it was targeted by the anti-orbital canon. The shields held out fine, but TH-1066 and Z23-Y75 would have to hurry to take the large gun out.

Soon the _Profiteer_'s core sphere detached and descended down towards the moon, escorted by more Scarab starfighters and Vulture droids. The rest of the _Profiteer_ broke away from the moon to get out of the anti-orbital cannon's range.

On the way down to the moon's surface, the core ship and landing craft encountered a pair of _Consular_-class cruisers, but the Republic ships didn't engage the CIS transports. They went past them to join in the space battle. But the Separatist transports weren't without challengers. When the Separatists got closer to the surface of the moon, a swarm of gunship fighters moved to attack, but were held off by the Vulture droids and Scarabs.

The core ship touched down on the rocky surface. GATs and homing spider droids started to exit from the core ship. A sizable force of IFT-X fighter tanks and AT-RTs were patiently waiting for their Separatist opponents to emerge onto the battlefield.

"The Republic has correctly calculated our landing trajectory, we must clear and hold the landing site before moving on to the enemy cannon," TH-1066 said. The tactical droid was riding his custom painted armored scout tank and led a group of STAPS, speeder platforms, and armored scout tanks. The planet Thule was high in the sky, but the beautiful view was wasted on the tactical droid, who had more important things to deal with.

Z23-Y75 was operating a gray and blue ground armored tank. His wing mates were 3B3-2998, in a beige colored GAT and SSA-306, riding a red hued GAT. The GAT trio's first challenge were a pair of AT-RTs that had foolishly chosen to take on the three ground armored tanks alone. The GATs' dual blaster cannons were more than adequate to destroy the small walkers. A pair of IFT-X fighter tanks tried to move in on Z23-Y75's tank squad while they were dealing with the AT-RTs, but a pair of homing spider droids destroyed the Republic fighter tanks.

A small army of clone personal walkers flooded the immediate area surrounding the core ship. The white colored walkers were easy to spot among the rocky, brown soil of the moon's surface. The homing spider droids were quick to cut the small walkers to pieces.

A trio of IFT-X fighter tanks came to attack the preoccupied spider walkers. A Scarab starfighter in the sky had gone without a Republic air unit to shoot down, so the Scarab then turned downward towards the trio of fighter tanks. The Scarab managed to destroy the centermost fighter tank, but the destroyed tank's wing mates broke away. The armored assault tanks that had started exiting the core ship destroyed the other two with their primary cannons.

A flock of 74-Z speeder bikes blew threw the area, the clone bikers dropping time bombs around the spider walkers and AATs. The explosives detonated near the heavy vehicles, but were not powerful enough to take them down. Some of the CIS speeder platforms chased the Republic speeder bikes away.

Another trio of IFT-X fighter tanks came barreling down into the CIS landing site. Z23-Y75 and his wing mates were able to circle around behind the tanks, as they were busy focused on the homing spider droids. Z23-Y75's GAT group was able to destroy the tanks from behind before they could cause any significant damage to the spider walkers.

Other GAT squads had to go around destroying clone scout walkers that had set up guard positions surrounding the core ship. TH-1066 and his force of recon vehicles would scout out an enemy location and order an appropriate number of GATs to deal with the problem. The homing spider droids and armored assault tanks (being much slower than the GATs) focused on general defense of the core ship.

"Z23-Y75, my scouts have identified artillery units entering the landing zone," TH-1066 warned the command battle droid. "Destroy them quickly or the core ship will take considerable damage."

"Roger roger."

The scouting units had tagged the artillery's' locations and uploaded them to the CCC, which then sent the coordinates to Z23-Y75 and his squad. SSA-306 and 3B3-2998 broke away from Z23-Y75, and each droid took down his assigned AV-7 anti-vehicle cannon.

When the Galactic Republic's three artillery units were destroyed, the CIS had established dominance of their chosen landing zone. Knowing they couldn't take down the massive core ship without the aid of heavy firepower, the remaining Republic vehicles started to retreat. Some of the slower GAR walkers had no chance of escape, and instead chose to fight even though they knew they would be destroyed, their clone operators preferring to die fighting over dying trying to flee.

"The troop transports are leaving the core ship," TH-1066 informed the other droids. A gray and blue MTT exited from the core ship, flanked by two MTTs painted in the old Trade Federation brown color. "Battle group Gamma will escort the convoy. Group Beta will defend the core ship."

Z23-Y75 was in charge of group Gamma, a force comprised of AATs and GATs. The AATs took the front position in the convoy; the more mobile GATs protected the sides and rear of the three MTTs.

For the next three minutes the convoy encountered no ground-based attacks from the Republic. The occasional gunship targeted the convoy, taking on the AATs specifically. Z23-Y75 knew the Republic air units were trying to dispose of his group's heavy hitters.

The Separatist convoy was closing in on the anti-orbital cannon complex. The Republic was running out of time. The Republic gunships had deprived Z23-Y75's group of all but one of its AATs. Two separate squads of Republic IFT-X fighter tanks moved in to engage the GATs. The two opposing sets of fighter tanks hammered away at each other with everything they had. But the lone AAT was able to add the extra muscle that put the GATs over the top on the TX-130 fighter tanks.

The Republic fighter tanks were destroyed, but at great cost to the Separatist's ground armored tanks. The last AAT had also been destroyed. Z23-Y75 still had his wingmen, but his force was nothing compared to what it had been a few moments ago. They wouldn't have enough firepower to properly defend the three MTTs.

The situation was resolved when TH-1066 had ordered hailfire droids and NR-N99 tank droids (which were previously occupied in other areas of the battlefield) to come to the convoy's defense. The other areas of the battle would fall out of the Separatists' favor, but the convoy had to be protected. TH-1066 and his scouting units also joined in providing support for the convoy of MTTs.

TH-1066 and two speeder platforms raced ahead, but soon had turned around and retreated back to the safety of the larger CIS vehicles. "I have identified an A5-RX battle tank moving to block our progress."

"We'll handle it," Z23-Y75 and his wing mates surged forward and peppered the tank with missiles. The A5-RX retaliated in kind, but was put out of commission when one of the hailfire droids joined in on the missile extravaganza. The hailfire droids continued to roll on ahead, destroying several enemy turret towers with their powerful missiles.

Republic starfighters in the air grew sparse as the trio of MTTs stopped in front of their destination, though a large gate barred their way. The three troop transports released their B1 battle droids. A single MTT could carry one hundred and twelve B1 battle droids into combat. With the three transports combined, they had unleashed three hundred and thirty-six battle droids in all. The droid infantry planted a detpack on a door near the gate. Once the door was blown off, a squad of droids rushed in and shot, the two clones at stationed at the gate controls, and manually opened the gates.

As the gates opened, the MTTs moved out of the way to allow the NR-N99 tanks droids to proceed first. Some of the battle droids hopped onto the outer tread covers of the tank droids as they passed in order to get a free ride.

The tank droids scoured the large complex for enemies, though they mostly just found desperate clone infantry operating EWHB-12 repeaters and a few scattered clone scout walkers. The Separatists blasted their way through the light defenses, occasionally dropping off groups of battle droids to plant time bombs around power regulators that they passed by. After six power regulators had been destroyed, the power readings from the anti-orbital cannon disappeared.

"Mission success, the anti-orbital cannon has been disabled," Z23-Y75 uploaded the progress through the CCC to the other droid officers.

* * *

A clone commander walked through the brightly lit halls of the Republic command center in Kesiak. Though the typical observer would not recognize the clone as a commander. Instead of the usual yellow markings designating a clone as a commander, this specific clone had his armor custom painted for his identification markings to be purple. It was an unusual sight but the trend of clone troopers, especially experienced clone troopers, painting their armor in custom themes was starting to catch on in the clone army. The clone commander stopped when he reached a Neimoidian.

"What is it, Commander Krane?"

"General, we've lost contact with our forces stationed on the moon. We think the Separatists have taken out the anti-orbital cannon. And our fleet in orbit around Thule has been defeated. Our capital ships were outnumbered roughly three to one. And I'm sure I don't need to remind you that droid control ships carry many more starfighters than Venator star destroyers. All fighter squadrons stationed on the Venators were lost."

"This is an unfortunate turn of events. That the Confederacy would send such a sizable force to take back Thule is surprising. And what is even more surprising is that they knew we had an anti-orbital cannon. These Separatists appear to be very well informed about our strategy."

"Shall I have your shuttle standing by?"

"The battle is not yet lost, Commander. I do not intend to allow the Separatists to take back the planet so easily. But it cannot hurt to have the shuttle standing by."

"Yes sir."

The Neimoidian turned to leave.

"Sir, where are you going?" Commander Krane asked.

"To the tanks. I can't let the troops have all the fun without me. When you're finished with the shuttle you're welcome to join me."

"Yes sir, of course I will, sir."

* * *

Thule was almost always suffering from lightning storms. The scorch marks from the endless lightning bolts darkened the ground of the world. The whole planet seemed to be soaked in shallow shadows with the exception of bioluminescent moss that grew on a few of the rocky outcroppings. The moss gave off an eerie greenish light.

The Separatist invasion force added new lights and shadows to the planet's exceptional color scheme. Scores of C-9979 landing craft, XT Beetle transports, Trade Federation drop ships, Neimoidian transports, and VACs began their landing cycles. The goal of the first wave was to clear safe zones so that the core ships could land. Scanners had picked up a large energy signature to the northeast of the _Glaciarium_'s core ship's designated landing zone. Whatever it was, OOM-9 wanted it dealt with before moving on to Kesiak.

The dark blue and purple sky was buzzing with belligerent gunship fighters, gunship bombers, V-19 Torrent fighters, and LAAT/i gunships. The Republic aircraft tried to stop the CIS transports from landing, but were countered by the Vulture droids, Scarab starfighters, E-STAP starbombers, and Mankvim-184 interceptors that came down with the Separatist drop ships.

"We need to clear that landing zone for the core ship," EEK-176 piloted a mechanized assault flyer. The MAF was the CIS equivalent of the LAAT/i gunship, though it was wasn't utilized as much as it's Republic rival was.

"Roger roger," KJZ-8267 flew with a squadron of E-STAP starbombers.

Clearing the selected landing area was not an easy task. The area was protected by several medium turrets and an assortment of vehicles. In the first pass, EEK-176 lost four other MAFs that were flying alongside his own mechanized assault flyer. Though they managed to destroy a couple of A5-RX battle tanks, it was clearly a loss on the Confederacy's part. KJZ-8267's E-STAP starbomber squadron flew in immediately after the MAFs made their first run. The starbombers were much more successful, employing the simple strategy of blasting the entire area into a green-hued chaos with their plasma bombs.

When EEK-176 swung his assault flyer around for another attack, he found that the bulk of the Republic defense forces, including all of the defense turrets, were destroyed or impaired beyond the point of functionality. The Republic was quick to send in more tanks, specifically anti-air tanks, though now the CIS held the edge.

A pair of gunship fighters blazed past EEK-176's MAF. The droid gunship's turret laser swung around and blasted one of the Republic fighters. The other gunship fighter rolled away sharply to avoid the same fate, but was instead shot down by one of the E-STAP droid starbombers.

Despite there being a plethora of enemy ground units still in the area, the _Glaciarium_'s core ship touched down anyway. The Republic's anti-air tanks were never designed to combat armored ground vehicles and they also lacked the power to threaten the integrity of the core ship. The homing spider droids and dwarf spider droids that were the first off the core ship were able to clear the rest of the landing zone with ease.

Squadrons of hunter-seeker droids reported that the high-energy signature that the scanners had picked up was an energy shield protecting wreckage of a down Acclamator assault ship. EEK-176 guessed the wrecked Acclamator was a causality of the previous battle on Thule and the Republic was trying to get it in working order again.

"We're moving out," Captain SSA-719 informed Commander EEK-176. The security battle droid was driving a red HAG. "We need you to drop that energy shield before my ground troops reach the Acclamator."

"We'll take care of it," EEK-176 replied. The Separatist air units had plenty of time to locate the shield generator; the CIS ground forces faced considerable opposition and weren't going to reach the downed Acclamator quickly.

Various CIS aircraft had flooded the area, yet no one had yet reported on sighting any shield generator. EEK-176 flew his MAF away from the core ship, searching for the target. The command droid spent several valuable minutes searching and scanning, yet found no shield generator. Though EEK-176 was treated to some spectacular views of the various ground battles between the CIS and Republic. Whether it was STAPs and 74-Z speeder bikes chasing each other around or hordes of battle droids and clone troopers gunning each other down with bloodless precision, the dark surface of Thule was lit up in a chorus of vibrant colors.

Eventually the long-range scanners picked up two distinct power signatures that were near the Acclamator wreck. KJZ-8267's squadron got to one of the energy signatures first. "They're using energy farms to power the shield," the pilot droid informed the other flyers. After a few bombing runs on the energy farm, KJZ-8267 warned EEK-176 of a problem. "The energy farms are also powering their own shielding. We need to send in ground troops."

"Requesting elite infantry units," EEK-176 swung his MAF back around to where the core ship was parked.

When EEK-176 got back to the core ship and set down, six marine battle droids were ready and waiting for him. The droid marines entered the MAF and EEK-176 took off for the energy farm KJZ-8267 was at. It was a short trip, interrupted a few times by gunship fighters, but EEK-176's mechanized assault flyer made it to the energy farm in one piece.

"We've cleared the area of enemy defenses, you're clear to land the troopers," KJZ-8267 informed EEK-176.

"Roger roger." The MAF touched down and the six marine battle droids got off.

"Enemy walkers are approaching the energy farm," KJZ-8267 warned. It was perfect timing on behalf of the Republic; the droid marines were out in the open and vulnerable. The E-STAP squadron and the single MAF tried gunning down a squad of AT-RTs that tried to intercept the marines before they reached the interior of the energy farm.

The MAF was much more effective at targeting the small reconnaissance walkers than the E-STAP starbombers were. Though the bombers also got a chance at eliminating a few of the slower clone personal walkers.

All six of the droid marines made it inside. A full eleven seconds after the marines had entered the structure, they reported back to the flyers. "We've disabled the energy farm's shields and are leaving the area. You are free to commence attack."

EEK-176 figured there must have not been much of a defense inside the energy farm. The marine battle droids were good, but they completed their task so fast EEK-176 estimated that there must have been only two or three clones standing guard inside the energy farm. In a few short passes, the E-STAP starbombers destroyed the structure while EEK-176 picked up the droid marines.

The trip to the next target was riddled with interruptions from gunship fighters and anti-air tanks. The Republic aircraft cutting through the dark Thule sky had long abandoned any discipline or formations early in the battle. The most EEK-176 and KJZ-8267's group came across was two or three fighters at a time, manageable numbers for the MAF and twelve droid starbombers. It was the random, roaming herds of anti-air tanks that the CIS flyers had to take detours around. Though they avoided the anti-air tanks, KJZ-8267 reported their positions to the droid ground forces. Small strike groups of hailfire and NR-N99 tank droids were dispatched to wipe out the Republic anti-air tanks.

The second energy farm was much more heavily defended. The Republic had figured out what the Separatists were doing, and had no intention of letting them succeed.

The E-STAP starbombers focused on the defensive turrets first before moving to attack the A5-RX battle tanks. EEK-176 chose to target a few clone scout walkers that were scattered about the area.

When the Republic's defenses were broken, EEK-176 once again dropped off the droid marines. And once again more Republic ground troops moved in to try and destroy the elite droid infantry. The MAF's beam cannon tore into a pair of TX-130 fighter tanks. The E-STAP starbombers destroyed an RTT that was trying to bring in clone infantry to defend the energy farm.

All six droid marines managed to make it inside the energy farm. The droid marines had a couple of clone troopers to kill and a handful of surprisingly aggressive Kaminoan worker droids.

"The shields are disabled. It's all up to you now," one of the droid marines reported. Just as with the previous energy farm, KJZ-8267's squadron began their bombing run as EEK-176's gunship retrieved the marines.

The shield protecting the Acclamator dissipated almost the moment SSA-719's artillery units were within firing range. HAGs, HAG-Ms, HHAG-Ms, and bio cannons started hammering away at the assault ship's already damaged armor. The AT-TEs and clone scout walkers guarding the Acclamator started to move towards the attacking droid artillery, though they would have to face off against homing spider droids and tri-droids first. To the droid army's surprise, the Acclamator started to lift off.

"The assault ship is functional! It's trying to escape," SSA-719 warned the others.

"We'll blast them into scrap metal!" KJZ-8267 and his starbomber squadron arrived and bombed the dying Acclamator. Two passes and the assault ship began falling back towards the planet. In a stroke of good luck, the Acclamator crashed on top of the Republic walkers that were moving to face off against the spider droids.

* * *

Five hundred and eighty-nine kilometers west of the wrecked Acclamator a blue and gray C-9979 landing craft flanked by two Trade Federation drop ships touched down. General OOM-9 had sent Commander Zako to lead the assault against the Republic's two main air pads. Armored assault tanks started to file out of the C-9979 landing craft one by one. Commander Zako was piloting the fourth tank out of the transport. A pair of gunship fighters strafed by, firing upon the first three tanks out of the landing craft. Though none of the tanks were destroyed, the incident reminded Zako why it was not always good to be the first one out of the transport.

B1 battle droids, B2 super battle droids, dwarf spider droids, crab droids, and human CIS soldiers filed out of the two Trade Federation drop ships. Most of the B1 battle droids in the group were painted in the black and gray camouflage pattern, the same pattern worn by the CIS soldiers. The B2 super battle droids were painted in a 'shadow' color scheme. The B2s were mostly black but had a few areas of dark, dull purple and a few highlights of silver. A red CIS symbol was painted on the B2 droids' right arms. It was an uncommon paint scheme for B2 battle droids (as super battle droids rarely came in color schemes that deviated from the default one), but it worked to their advantage on the dark planet Thule.

Commander Zako exited his AAT from the rear hatch; he wanted to address his troops in person rather than by transmission. He felt that it would inspire the troops better, especially since a significant portion of the infantry was comprised of humans in this particular attack group.

"General OOM-9 is counting on us to destroy the enemy's air power. If we fail all the advances we made will ground down to a halt. We are not going to let that happen. Move out!"

Zako returned to his tank, and just in time as a full company of clone troopers was marching on the CIS landing zone. The AATs fired the first shots but the fight was primarily between the two opposing infantry groups. The difference in the armor between the two opposing sides was stark. The blinding white armor of the clone troopers made them stand out clearly while the darker color patterns of the B1, B2, and human troopers helped them blend in against the background of the shadowy planet. The dwarf spider droids and crab droids were more noticeable but had quality armor to protect them from enemy blaster fire.

The armored assault tanks had to break off from helping the CIS infantry when a group of clone scout walkers started closing in. The AATs were more than capable of defeating the walkers. The real challenge came after the scout walkers were destroyed. The AATs came under bombardment from a pair of AV-7 anti-vehicle cannons. The AATs moved to target the artillery but were cut off by a trio of TX-130 fighter tanks.

With assistance from a few B1 battle droids wielding E-60R rocket launchers and some Separatist assault troopers, the armored assault tanks were victorious over the TX-130 fighter tanks. The AATs then moved to the take out the AV-7 cannons without problem.

The ground forces pushed onwards undeterred by the gunship fighters and LAAT/i gunships buzzing around overhead. There were more than enough Vulture droids and Scarab starfighters to keep the Republic aircraft busy for the moment. It was a trio of AT-XTs that had Commander Zako worried. The assault walkers managed to destroy three AATs before themselves being destroyed.

But now the CIS vehicles were within firing distance of the first Republic air pad. The remaining AATs attacked, prompting a pair of refueling LAAT gunships to take off from the air pad and escape. The gunships circled around to the side and hit the AATs hard. All too quickly, Zako's tank was the last one left. But now the two LAAT gunships had been shot down by human assault troopers.

"We need more firepower. Bring down the bio cannons," Zako ordered. Three VAC transports came down, each one dropping off a bio cannon. The artillery quickly unrolled from ball mode and plastered the air pad with crimson artillery blasts.

As the bio cannons finished their work, Zako pulled his AAT ahead. At this point the bio cannons were lacking adequate protection and Zako's answer was to push ahead and keep the Republic focused on him.

Zako's strategy worked. The AT-RTs he came across stopped to fight his tank, rather than run ahead and tackle the bio cannons. More and more CIS transports started landing at various areas of the battlefield. New groups of battle droids and CIS soldiers fought against clone trooper platoons. Some new AATs were even dropped off to help Zako's tank.

Zako kept his tank group moving at a constant pace. Even when they came across Republic walkers and fighter tanks they did not slow down, instead fighting the enemy vehicles on the go. They ignored the battles between the infantry hordes altogether. Zako knew the last air pad had to be taken out as quickly as possible, and then he could turn around and help the others afterwards.

On a nearby hill, a pair of plasma battle droids was wiping out a squad of clone troopers. A pair of AT-RTs was dashing across the plains to deal with the tall battle droids. Plasma battle droids were deadly opponents when sent against enemy infantry, but they were lightweights against vehicles. Zako sent his tank on a short detour to block the path of the two recon walkers. A few bursts from AAT's the secondary laser cannons and energy launchers sent the all terrain recon walkers to the junk pile.

The tanks were once again on the right path. A pair of clone scout walkers was destroyed and Zako had range on the last air pad. Though several turrets, walkers, and clone troopers protected it.

Commander Zako had allowed his attack force to be spread too thin. He was sure he would have to pull his tanks back and regroup before striking at the air pad again. But luck was on Zako's side as a squadron of shielded E-STAP droid starbombers swooped in and bombed the air pad and its defenders at the last moment. With their task completed for them, Zako's ground forces had an easy time mopping up the few Republic ground troops that had managed to survive the shielded E-STAP squadron's bombing run. Zako transmitted to OOM-9 that his assignment was complete, and then turned his tank around to go back and assist his other troops still fighting.

* * *

The Confederacy had held the advantage of numerical superiority since the start of the battle. The further the battle progressed and the more Separatist transport ships touched down on Thule's surface the worse the odds became for the Republic. According to estimations from the central control computers on the _Scrapyard_ and _Magna Musai_, the clone troopers on Thule were now outnumbered three hundred and fifty to one. And the odds would only continue to lean against the Republic. Yet even against such horrendous odds the Republic refused to surrender and fought the Separatist army every step of the way to Kesiak.

But the droid army was growing ever nearer Kesiak. All that stood between the droid army and the city was a Republic base. To get to the base the CIS army had to cross a large area of mostly open terrain. There were occasionally rocky outcroppings and hills to provide infantry some cover but most of the fighting was done brazenly out in the open. Medium-sized groups of battle droids and human CIS soldiers fought against their clone rivals at random intervals on the battlefield. Occasional bands of ASTs would harass the clone infantry as they zipped about the battlefront.

The main CIS attack force was led by a deadly OG-10 heavy homing spider droid. There were two regular OG-9 homing spider droids, one at each side of the heavy homing spider droid. A tri-droid followed behind each of the two homing spider droids. In between the legged walkers was a large group of B1 battle droids, B2 super battle droids, dwarf spider droids, and various classes of human CIS troopers. There were even some HouseKarl battle droids sprinkled in with the rank-and-file troops. Due to the layout of the battlefield and the current battle situation, the HouseKarls had been sent in with ranged weapons such as elite E-5 blaster rifles and particle beam E-5s sniper rifles rather than the ZK-III battle-axes they would typically be seen using. Though the HouseKarls were spread out and so few in number that they didn't make much of an impact on the battle save for the fact they never seemed to go down.

The Republic struck at the main CIS attack force in waves, sending clusters of IFT-X fighter tanks in groups of three or four. There was also the occasional but ineffective trio of AT-RTs. The large spider walkers kept their formation, swiveling their turrets around to target their foes. Charged with defending the main attack group from vehicle attacks were squads of AATs and GATs. The faster repulsor tanks zipped about the battlefield, moving to block the GAR vehicles from seriously impeding the main attack group.

General OOM-9 participated in this battle personally. OOM-9 drove a dark gray and blue GAT. His wing mates were Katen and Sledge. Katen droved a yellow GAT while Sledge had a red one. Their little GAT trio was quite colorful, even more so when they unleashed their red hued blaster bolts and violet colored missiles.

3B3-888 and DSD-08 led the main infantry group that marched alongside the spider walker attack group. The groups of clone troopers that challenged them were always smaller in number, plus the CIS troopers had the added advantage of the large spider walkers helping them out with the clone infantry from time to time.

A lighting bolt came down from the sky and struck right in front of the main infantry group. 3B3-888 and DSD-08 had come dangerously close to being taken out of the fight by the planet's weather. The dwarf spider droid DSD-08 whined.

"It would be nice if lightning stuck at the clone infantry from time to time," 3B3-888 agreed with the irritated spider droid. The B1 sergeant was using an E-8 heavy projectile launcher. 3B3-888 found the E-8 a most agreeable weapon, it was powerful enough to damage enemy vehicles that got too close to the infantry group (especially AT-RTs), yet was able to fire at a rate that was acceptable for combating clone infantry. An E-8 packed less punch than an E-60R rocket launcher but more than a bulldog rocket launcher rifle. And of course the E-8 launcher had a faster rate of fire than the E-60R and a slower rate of fire than the bulldog RLR.

DSD-08 was still annoyed at being almost zapped by lightning. DSD-08 headshot another clone sergeant to calm his circuits. Killing clones put the dwarf spider droid at ease, the more dead clones, the higher his chances of surviving a mission intact.

"Highly accurate shooting," a nearby black and gray colored B1 battle droid congratulated DSD-08 on his superior marksmanship.

An IFT-X fighter tank got too close to the infantry group, and had somehow eluded the attention of the various homing spider droids and tri-droids. 3B3-888, DSD-08, and several infantry wielding anti-vehicle weapons turned their attention to the tank. They attacked, but didn't destroy it.

The IFT-X fighter tank blew up after OOM-9 and his wing mates burst forth and finished it off with a barrage of missiles.

"Thanks for giving us some cover, General," 3B3-888 transmitted.

"We're trying our best. There hasn't been a break in the enemy's attack for a long time," OOM-9 replied.

"The battle will be over by the time we reach the city, the Republic won't have any troops left by then," Sledge optimistically said.

A LAAT/i gunship flew in low and launched a pair of rockets at OOM-9's tank trio. The tanks quickly broke formation and the blue rockets impacted harmlessly on the planet's surface where the tanks had been in formation only seconds before.

"What's with all these fighters? I thought Zako reported the air pads destroyed," Major Katen complained. There were still plenty of LAAT gunships, V-19 Torrent fighters, and gunship fighters fighting with Vulture droids, Scarab starfighters, and Techno Union interceptors in Thule's dark purple-blue sky.

"They can't refuel or reload, but they're still in the sky," OOM-9 pointed out the obvious to Katen. "Now, regroup."

"Yes sir," Captain Sledge and Major Katen both answered. The two wayward GATs rejoined their leader. Together the fighter tank trio challenged a clone scout walker that was on its own with no support. It was hardly a fair fight. Though a pair of AT-RTs sought to change that. The two recon walkers fired on the GATs as they scrapped the scout walker. A trio of ASTs turned course to intercept the two walkers and blasted them with their laser cannons. Even though the role of ASTs was scouting and support, they had more than enough firepower to bring down the fragile AT-RTs.

A pair of LAAT/c gunships dropped off two AT-TEs right in front of the main attack group of spider walkers. The homing spider droids, tri-droids, and their accompanying infantry horde immediately starting blasting the armored walkers the moment they touched down on the ground. OOM-9's fighter tank squad also turned to help, though they made sure to stay out of the way of their allies' attack. The two AT-TEs were destroyed within seconds of their deployment. The only thing the two walkers had accomplished was giving a morale boost to the CIS troops (especially the human infantry) for having destroyed the walkers so quickly and without casualties.

With renewed vigor, the CIS infantry surged forward amidst an open battlefield filled with heavy vehicles and aircraft. The clone infantry were being hit hard. Some of the smaller groups of clones started to retreat.

The Republic responded by sending in two more AT-TEs via LAAT/c gunships. But just as before they were instantly destroyed by the Separatists' main battle group. The walkers provided a brief distraction so that the ever-incoming squads of IFT-X fighter tanks could close in. Yet the AATs and GATs were still able to push back the Republic's dwindling supply of fighter tanks.

Now it was the Confederacy's turn to drop in reinforcements. A quartet of VACs let loose some hailfire droids and NR-N99 tank droids. It looked as if the Republic would be overwhelmed completely.

Two more LAAT/c gunships brought another pair of AT-TEs to the battlefront. Though this time they landed the walkers behind the main group of spider droids rather than in front of them. Of course the two tri-droids were still able to fire on the walkers immediately. Some of the infantry did an about-face and assisted the tri-droids in attacking the AT-TEs. The homing spider droids ignored the problem and kept pushing forward, it would take them too long to turn around and make them vulnerable to enemies coming at them from the front.

OOM-9's tank squad had to boost back around to the rear of the battle to help take out the AT-TEs. OOM-9, Katen, and Sledge had nearly depleted their tanks' supply of missiles when the walkers were finally destroyed. Though the AT-TEs did manage to destroy the left tri-droid before they themselves were scrapped.

When OOM-9's tank squad moved back up towards the front of the fighting they saw that the situation up front had worsened. Many of the newly deployed hailfire droids and NR-N99 tank droids had been destroyed. The number of functioning AATs was also starting to wear thin. The remaining GAR vehicles weren't being destroyed as swiftly as before. Heavy weapons infantry had to start filling in the hole left by the reduced CIS vehicle count.

A single IFT-X fighter tank managed to destroy three GATs that were actively trying to eliminate it. The IFT-X then swiveled around and shot a NR-N99 tank droid full of missiles. Then it boosted away and blasted a hailfire droid from behind. The motions of the tank were lucid and precise, as if the pilot knew the movements of his opponents ahead of time.

"That fighter tank is exceptionally talented," OOM-9 stated. "That is no clone. Only a Jedi could make that tank so miserably effective." OOM-9's tank trio closed in on the annoying IFT-X fighter tank. "You two take him from the sides, I'll get his attention."

"Understood, General," Katen said. The red GAT and yellow GAT broke away from the blue and gray one.

OOM-9 fired the rest of his missiles; none of them hit the tank. But he certainly got the tank's attention. The two fighter tanks soon ended up circling around each other, firing red and blue blaster bolts past one another. A pair of missiles from the IFT-X shut down OOM-9's GAT for good. OOM-9 exited from his ruined GAT. The IFT-X had no time to target the command droid though. Katen and Sledge tried to hit the fighter tank, but it effortlessly backed away the moment it was in danger.

"How'd he do that?" Katen demanded.

Though the IFT-X's movements weren't without flaw. The tank had escaped the grip of the GATs but had backed away into the line of fire of the heavy homing spider droid. OOM-9 observed as the spider walker's two gatling cannons cut the IFT-X fighter tank to ribbons. Though the heavy spider droids symphony of red colored doom was not the end of the tank's operator. A small flash of violet light cut through the red lasers and sprang forth towards OOM-9.

The flurry of dancing violet light stopped a few meters from where OOM-9 stood. The brilliant violet light emanated from the hilt of a lightsaber. And the lightsaber was held by a Neimoidian.

"Zif Korlo. I might have known it was you," OOM-9 raised his custom E-5 blaster rifle at the Jedi.

"I'm sorry," the Jedi was confused. "Do I know you? I've destroyed so many of your kind already and I can't really tell the difference between any of you."

"Maybe you'd remember me if there was an angry blonde woman standing next to me." There was a gentle breeze coming in from the east, carrying with it the stench of death. OOM-9 couldn't smell it, but Zif Korlo could.

"Now I remember. Commander OOM-9." Zif didn't remember individual droids too well based off appearance, but he remembered humans. And Ashley Katen was certainly memorable.

"Actually, I'm a General now," OOM-9 informed Korlo before firing upon him.

"Congratulations." Zif Korlo effortlessly evaded OOM-9's attack, but was caught in the crossfire by a yellow GAT. The Jedi leapt up on onto the tank as it tried to run him over. Using the Force, Zif Korlo forced the GAT to crash into a nearby outcropping.

The GAT's bottom hatch opened up and a human female fell out.

"Ouch. You play rough," Katen got up and activated her electrostaff.

"Ashley Katen," Korlo said.

"Glad to see you remember me, Zif Korlo," Katen said back.

"How could I forget?"

Katen attacked. She hit hard and fast but the Neimoidian Jedi was able to parry away everything she offered.

"You're as energetic as ever," Korlo said between parries.

"And you don't know when you're beat," Katen's electrostaff locked against Korlo's lightsaber.

"I see you got a new staff. This one is much better," Zif commented.

"Yeah, it's made specifically for dueling Jedi." Staff and saber clashed again, but now Korlo was on the offensive, and was pushing back Katen fast. The Jedi suddenly had to back flip away when a few pink colored rockets rushed his way. OOM-9 had used the bulldog RLR feature of his custom gun.

"Careful OOM-9! You almost hit me!" Katen stumbled back from the blasts.

"You're fine. Stop complaining."

Zif raced towards OOM-9, who had now switched his gun to elite E-5 mode. But the Jedi had to break off and roll away when Sledge's red GAT came in to gun him down. Korlo tossed his lightsaber with incredible force and speed and sliced off the ends of the GAT's blaster cannons.

With her GAT now unable to attack, Sledge pulled the tank over and got out. Sledge was suited up in a KSV-1 combat suit, the same kind Katen wore. Though the armor plating on Sledge's suit was gray where Katen's was blue.

Normally Melissa Sledge wouldn't fight alongside the droid army like a common enlisted soldier. But she couldn't resist seeing the beauty of Thule (though until now it had been through the viewport of a tank).

Sledge activated her electrowhip and tried her hand at beating Zif Korlo. The other CIS infantry in the area didn't move to help their General and his officers with the Jedi, they were too busy fighting clone troopers.

The whip laughed and cackled as it sliced through the air at Korlo. But the Jedi was always able to parry or evade the weapon at the last possible second. Katen jumped in the fight again, making it more difficult for Sledge as she had to make sure not to accidentally hit her friend. Korlo was more than capable of taking them both on at the same time, yet couldn't or was reluctant to strike down the two women.

When OOM-9 started shooting at him again, Korlo had had enough. The Jedi wasn't about to defend himself against all three of them at once. He snared Katen and Sledge with the Force, lifted them up into the air, and sent them crashing into OOM-9.

"You certainly are an interesting battle droid," Korlo spoke to OOM-9.

"I'm getting tired of Jedi being surprised at how good I am at fighting. It's what I was made for." OOM-9 knocked the two women off of him. Katen and Sledge got back up and the three Separatist officers entered fighting stances.

"Not that," Korlo said.

"Then what?"

"I've never seen a droid so interested in human women before. You're always surrounded by them."

This was completely unexpected statement to OOM-9; he had never noticed it before. When OOM-9 and Korlo had worked as allies, Katen and Sledge had been around then as well.

"I'm attracted to their personalities. Their violent…violent…personalities," OOM-9 stated. As if to demonstrate the droid general's point, Sledge cracked her electrowhip and Katen violently twirled her electrostaff, kicking up some of Thule's dirt in the process.

Katen paused. "Hey wait a second. General, did you just call us ugly?"

"What are you talking about, Major?" OOM-9 continued to fire at Korlo as the conversation continued.

"You like our personalities? Guys say that when a women has a sub-par physical appearance."

"Relax, Major; before you overheat. You look good for a woman your age." What OOM-9 said was true, Katen aged well by human standards, though to a droid she was a wreck. Droids didn't age, not in the way that organics did. And OOM-9 found that over the years the aging in his human friends was starting to become more noticeable. OOM-9 preferred things to stay the same, but there was simply nothing to be done about the aging process of organics. At least his human friends had the courtesy to never change their hairstyles; OOM-9 and the other droids would have never been able to handle that. Zako had always buzzed his hair off on a weekly basis without fail, a style that pleased the droid (as droids don't much care for hair and never have or want any hair of their own). One time Katen had considered growing out her hair but OOM-9 and the other battle droids badgered her enough that she gave up and kept it short the way it always was.

"What? You're mean, General," Katen pulled his commando SE-14 blaster pistol and joined in on firing at the Jedi from long range. Sledge also pulled her commando SE-14 pistol and did the same.

But Korlo suddenly found himself having to dodge and block blasts from an entirely different direction from where the three Separatist officers were. The Jedi discovered that a chameleon droid had stealthy moved into position to take him out. OOM-9 and his two ladies' bickering was actually a distraction to keep Korlo's attention away from the chameleon droid as it moved into position. Though now attacking and without it's camouflage up, Korlo had no problem targeting the droid and taking it out with a swift lunge.

Zif Korlo's personal fight with OOM-9 and his officers had taken up too much time. The clone troopers were now sparse in the area and more droids turned to fight the Neimoidian Jedi. Two crab droids and a dwarf spider droid had joined in on attacking the Jedi.

Just as it looked like Korlo would be completely overwhelmed an AT-RT sped right in between the Jedi and the Separatists trying to kill him. When the recon walker had past the Jedi was gone. The Confederates turned to see that Zif had jumped onto the walker and rode on the driver. The droids fired, but missed.

"Don't worry. He won't get away," OOM-9 said. "They're moving to the base. And it's time to bring in the bio cannons to blast it into atoms."

Just as OOM-9 had stated, a group of bio cannons that had been waiting patiently in the back of the battle were rolling forward and deploying to positions close enough for them to bombard the base. The few lingering tanks the GAR had left were more than occupied with the still advancing spider walkers, GATs, and AATs. And there were precious few Republic aircraft left in the sky, far too few for any of them to target the artillery droids. The bio cannons were also out of range of the base's defense turrets. Within the span of three minutes the base was blasted into oblivion.

"All forces move on the city!" OOM-9, Katen, and Sledge were marching with 3B3-888, DSD-08 and the infantry horde now. The bio cannons retracted back into ball mode in order to move faster.

When the CIS army passed the smoldering wreckage of the Republic base they were faced with yet another major obstacle. Two A-6 juggernauts were rolling straight towards the bulk of the droid army. ASTs and GATs boosted ahead of the other CIS units and attacked the juggernauts from the sides.

"Artillery deploy, smash those wheeled tanks!" OOM-9 ordered. The bio cannons were quick to comply. The combined fire from the bio cannons and the other vehicles was enough to blow up the first juggernaut, but the second was nearly upon the CIS forces. It seemed intend to roll over and crush its enemies. But before the juggernaut could complete its goal, a squadron of E-STAP starbombers flew in and plastered the large tank with plasma bombs, stopping it in its tracks.

"I heard you needed some assistance, General OOM-9," KJZ-8267 transmitted.

"Excellent timing, Lieutenant KJZ-8267."

The _Scrapyard_'s core ship started to touch down behind the advancing CIS army. The reinforcements inside the core ship were more than enough to overrun the city several times over.

* * *

"It's all right Commander, you can stop now," Zif Korlo told Commander Krane. Krane had run the walker past the now-destroyed Republic base and right towards the city gates. "We don't want to get too far from the front line." The AT-RT came to a halt and the Jedi jumped off, he was weary of holding onto Krane, AT-RTs were only meant to seat one.

"Sir, that droid army is going to be at the front gate in minutes. We need to fall back to the interior of the city."

"We still have troops. We cannot give the Separatists ground now."

"General, there are too many. And they're landing another core ship. We cannot fight them all and survive. You were almost killed. We need to get to the shuttle."

"I was fine. You worry too much, Commander. And we are not running to the shuttle just yet."

"Will you at least get behind the city walls?" Krane pleaded.

"No. Not yet. You get inside the city and prepare the men. Make sure the gate is locked behind you."

"What about you, sir?"

"I'll follow shortly. You have your orders, Commander."

"Yes, sir."

* * *

The Separatist army was making its final march to the gates of the city. Fresh infantry and vehicles provided by the _Scrapyard_'s core ship engaged the city perimeter defense turrets. A sizable force of clone scout walkers and AT-XTs stood guard in front of the main gate to the city.

A good number of specialized droids joined the ranks of the more common B1s and B2s this time around. Baron battle droids, thermal detonator battle droids, grapple battle droids, flame battle droids, droidekas and plasma battle droids were deployed from the core ship to assist in the upcoming urban fighting. The droids held the numbers to fight in the open streets. And if the clones tried to force the battle inside the city's buildings then they would be nothing but fodder for the close-range specialists like the grapple and flame battle droids. Though they still needed to make it past the city gates.

The turrets and clone scout walkers traded fire with the homing spider droids and AATs. The single OG-10 heavy homing spider droid was still functional and shredding GAR combat units with its gatling lasers.

The various types of CIS infantry pressed forward against the clone troopers, the firepower of the vehicles flying over their heads.

"General, Korlo is back," 3B3-888 fired his E-8 projectile launcher in the direction of the Jedi.

"He should have fled while he had the chance," Sledge said over the roar of laser fire.

Zif Korlo was closing in on OOM-9 and his squad. The Jedi kept deflecting shots that whizzed his way. Katen ran up to be Korlo's first challenger, but the Jedi merely leapt up over the Separatist officer and kept going. So casually avoiding Katen made it clear to the others that Korlo was going after OOM-9. Major Katen was about to turn around and try to attack the Jedi from behind but was forced to pay attention to a trio of approaching clone troopers that shot at her.

Sledge struck at Korlo with her electrowhip but the Jedi batted the strike away with his lightsaber. Sledge backed away when Korlo started to get close. The Jedi was more than willing to let her cower away, but he was not expecting OOM-9 to lunge forward at him.

OOM-9's ZK-II war-axe met Zif Korlo's lightsaber. The lightsaber whined and screeched against the war-axe.

"New toy?" Korlo asked.

"New to you," OOM-9 answered as he broke the lock and swung again.

"An axe variant of a lightsaber, now I've seen everything," the Jedi attacked.

"You haven't seen everything just yet," OOM-9 returned the attack.

3B3-888 and DSD-08 would have been able to help OOM-9 against the Jedi if they weren't forced to deal with a pair of ARF troopers that insisted on getting in on the fight. And Sledge had slinked off to help Katen; OOM-9 faced Zif Korlo on his own.

Korlo knew he had to end the fight quickly before the others finished off their clone adversaries. He wasn't about to assume that the clones would take down the Separatist fighters, specifically the well-armored dwarf spider droid. Korlo grabbed OOM-9 with the Force and lifted him up into the air.

"Sorry but you can't choke me with the Force," OOM-9 said before firing his custom E-5 blaster rifle with the flechette shotgun setting.

"You have an answer for everything, don't you?" Korlo dropped the droid.

More clones were rushing into their little fight. Zif could feel their presence on the battlefield and knew he now held the advantage of superior numbers, at least in this specific fight.

Several clones dropped dead, and the reason was soon apparent. The Z1 special ops battle droids had dropped their cloaking ability and were wiping out the clones that threatened OOM-9 and his crew.

In a few frantic seconds Korlo found himself alone.

"What was that?" the Jedi asked.

"Your doom," OOM-9 shot at the Jedi again.

The Jedi backed away from OOM-9 and instead struck at the nearest Z1 battle droid. To Korlo's surprise, the battle droid avoided the slice completely and followed up with an attack using an elite E-5 blaster rifle.

Korlo naturally evaded and moved to slice at the black battle droid again, only to have the droid catch him by the wrist mid-swing. Sledge then tried to shoot the Jedi with her commando SE-14 blaster pistol but the Jedi swung the droid around and the shot hit the Z1 battle droid instead.

"Sorry," Sledge said. The Z1 was fine but Korlo had let go and was on the run again. 3B3-888 sent a rocket chasing after the Jedi.

"A little late to the party," Katen told the Z1 special ops battle droids as they approached. The Z1s had acted as advanced scouts on the planet and could not join the big battle immediately, though they now finally arrived.

"KLO-657, take your team and infiltrate the city service ducts. There should be a mechanism that will open the main gate," OOM-9 ordered.

"Roger roger," KLO-657 acknowledged. The special ops infiltration team sprinted quickly across the battlefield to their destination. The few clone troopers that stood in their path never had a chance.

* * *

Zif Korlo was beset by a trio of black colored super battle droids. He redirected enough blaster bolts to bring down the centermost battle droid. He threw his lightsaber at the B2 on the right and sliced it in the waist, while also rolling out of the way of the other's attack. Korlo used a Force push on the last B2 droid, but used a little too much force and sent the super battle droid careening halfway across the battlefield.

The three super battle droids had provided enough of a distraction that OOM-9 and the others were able to catch up to the Neimoidian Jedi.

"Just because you paint battle droids in custom colors doesn't not mean they're elite units," Korlo told OOM-9.

"We'll see about that," the droid general shot back with his words and his gun.

A blue and gray Sheathipede shuttle flew down from the sky. It flew in low to where the Jedi was and two HouseKarl droids dropped out of it and landed on Thule's surface. The HouseKarl battle droids KV-11 and KV-12 had been absent from the battle up until this point. The two HouseKarl battle droids wielded ZK-III battle-axes and set out to use them against the Jedi.

While Zif Korlo was preoccupied with dueling KV-11 and KV-12, OOM-9 and the others were interrupted by squads of clone troopers coming to their general's defense. Both sides seemed to be at a standstill, until a red HAG came in close. The artillery tank should have been focused on the larger vehicle fight, but instead chose to close in on the Jedi.

Zif Korlo recognized this new threat and broke past the two HouseKarl battle droids to deal with the heavy artillery tank. The Jedi jumped on and started to cut into the tank, but the hatch popped out and SSA-719 welcomed Korlo with a few shots from his SE-14 blaster pistol. The Jedi was able to block the blaster shots but was caught off guard when the security droid threw a punch. The strike caught the Jedi in the shin and Zif Korlo fell backwards off the tank.

Being a Jedi, Zif Korlo still managed to land on his feet and fought off numerous more attacks. The two HouseKarl battle droids tried to close in on Korlo again but the Jedi was adamant about keeping his distance from them, he couldn't fight them both and block all the blaster fire coming his way, there were enemies at too many different angles now. A LAAT/i gunship dropped down from the sky in hovered in the air near where Korlo and his opponents were fighting. A few clones riding in the gunship fired down at the various battle droids, who of course returned fire.

The last of the clones on the ground near Korlo had fallen and the Jedi was starting to be surrounded despite the fact that he was getting aerial support from the gunship. The Jedi gave a mighty jump and landed in the gunship. SSA-719 tossed up a V-1 thermal detonator and miraculously the grenade landed perfectly in the gunship. Zif saw the grenade at the last second and jumped backwards out of the LAAT right as the explosion took out the unfortunate clone troopers. The gunship rocked and swiveled but was able to regain its bearings. The Jedi landed on Thule's soil once again, leapt up again, and caught onto the edge of the gunship.

Even as the battle droids fired upon him, the Jedi pulled himself back up onto the gunship. Zif Korlo waved goodbye as OOM-9 and his soldiers kept firing at the gunship even as it retreated to the interior of Kesiak.

* * *

KLO-657 and the Z1 battle droids reached the entrance to the city service ducts. Their journey to the entrance had been rather easy, given the circumstances of their situation. But the various vehicles from the Republic and CIS were more than preoccupied with one another, giving a spectacular laser light show right above the battle droids' heads. The special ops droids only drew attention from small, scattered groups of clone troopers. Most of the clone troopers were preoccupied with the vast amounts of more common CIS soldiers. And the Z1's black armor made them blend in with the ground of Thule better than most. But the clones guarding the service ducts entrance saw the droids coming their way. There were four regular clones armed with DC-15A blaster rifles, a clone sergeant equipped with an EMP launcher and a pair of EWHB-12 heavy repeaters. The battle droids took a few hits from the DC-15A rifles, but none of them went down. The clones fell down dead the second a blaster bolt connected with their armor.

The Z1 droids then hacked the door open and entered the service ducts. The black battle droids were engulfed in an eerie green light emitted from lights fixed on the dusty old walls. The ducts were much roomier than they would have guessed. They were certainly large enough that a dwarf spider droid could fit in. KLO-657 had ordered the Z1 dwarf spider droids in the group to stay outside and help with the larger fight; he didn't realize they'd have no trouble moving about the ducts. Though they didn't really need the spider droids, they could handle this on their own. The Z1 spider droids would be more useful helping out on the battlefield. So the situation turned out all right.

The Z1 droids kept moving, occasionally running into clones on guard duty, typically in groups of three or four. The Republic was wise to post so many guards here. During the first Battle of Thule during the Clone Wars, the Jedi Master Mace Windu had used this very set of service ducts to reach a mechanism that forced open the gates of Kesiak the first time around. Though the CIS had posted guards back then as well. Just as the B1 battle droids had been no match for Mace Windu, the clones were no match for KLO-657 and his Z1 battle droids.

The Z1 battle droids reached the room with the gate mechanism, though it was full of clones. One of the Z1 battle droids tossed in a thermal detonator and cleared the room in a single strike. The special ops droids then entered the room unopposed and manually open the front gate with a switch.

"General OOM-9, the gates are open. You may move your troops into city now."

* * *

The fight outside the city walls was nearly over. The very moment the large gates of Kesiak swung open, there were hordes of B1 and B2 super battle droids running through them. A few STAPs buzzed just overhead of the infantry swarm. Though the STAPs could have gone over the walls in the first place without a problem, OOM-9 had kept them back until everyone else could get in.

On the ground the Confederacy was able to make considerable headway into Kesiak before they were seriously challenged by the Republic. The marching of the Separatist battle droids was even louder on the paved streets of Kesiak. Trade Federation drop ships and Neimoidian transports trying to insert reinforcements directly into the city were repelled by anti-air turrets the Republic had constructed around various points in the city. The Republic staged mainly hit-and-run attacks with 74-Z speeder bikes and IFT-X fighter tanks. Only when Confederate grounds troops reach firing distance of the Republic's anti-air turrets did the clone troopers stand and fight.

Commander Krane observed the chaos with a pair of electrobinoculars. "Captain, keep the fighting in the streets. Do not fall back to the buildings." The clone commander had noticed that there were numerous specialty units hidden in the Separatist infantry ranks. Krane was no fool; he knew that the droids were hoping they would try to push the fight inside the buildings where the droids' superior numbers wouldn't hold such an advantage over the clones. He didn't like the odds his troops would face if they had to fight flame battle droids inside a building. Better to fight them out in the open. It wasn't ideal, but Krane had few options to choose from.

"Yes sir," the clone captain acknowledged.

Krane rode off in his AT-RT and let his troops do their jobs. The clone commander was not leaving out of cowardice, but he had finally received word that Zif Korlo was back inside the city and needed to meet with him. Clones were expendable and they knew it but Jedi were not, and Krane needed to go and convince Korlo that it was time for him to evacuate Thule.

* * *

OOM-9, Katen, Sledge, SSA-719, and 3B3-888 were riding on the tread covers of a NR-N99 tank droid. The tank droid they rode on was only a small part of a large attack force that comprised of a few GATs and hundreds of droid and human infantry.

As luck would have it, they ran into Zif Korlo. The gunship SSA-719 had damaged with his brilliant thermal detonator toss was now permanently parked in the streets of Kesiak. The gunship's clone pilots and turret gunners had left the ship to fight with the Jedi on foot. Though more clone troops and a few AT-RTs were rushing to Korlo's defense.

The streets were alive with the sounds of blaster fire intermingled with the cries of dying clone troopers and the whine of breaking battle droids. Korlo kept back, deflecting shots away from his troops as best he could.

The NR-N99 tank droid eventually tried to run over Korlo, but the Jedi got away. OOM-9 and the others got off the tank droid, but instead of going after Korlo, they had to deal with his clone troopers.

"Stop running and face me, Korlo!" OOM-9 yelled after the Jedi.

"Make me!"

"Have it your way. You can fight my troops instead."

The Jedi came to a screeching halt. The grapple battle droid GD-79 stood right in Zif Korlo's path. The large battle droid attacked with a series of swipes, Korlo was able to block them all put was nearly knocked down more than once. Korlo was surprised at how strong the droid was and decided it was better to evade than block.

A pair of droidekas rolled in and stopped the Jedi from running from the grapple droid.

"I am not in the mood for droidekas right now," Korlo grumbled and dodged another punch from GD-79.

Suddenly the clone troopers and AT-RTs started dropping like flies.

"They're flanking us from the west!" a clone yelled.

New Confederate units cut in on the Republic from the side and were dealing serious damage. An AAT was at the front of a large group of crab droids, dwarf spider droids, and octuptarra droids.

Krane dashed into the heated battle at the last moment and whisked away Zif Korlo again. The clones fought on without their general. Interestingly enough, the downed gunship's clone pilots were the last to die.

Commander Zako exited from the AAT's rear hatch. "Was that Zif Korlo?"

"It was," OOM-9 replied.

"Wow, small galaxy. How's he doing?"

"Not as well as we are," OOM-9 answered.

* * *

There were fewer and fewer enemy vehicles. The Republic was mostly relying on EWHB-12 heavy repeating blasters for serious firepower at this point. Separatist aircraft were now able to move over the city, though now the ground troops didn't need much air support anymore.

OOM-9 and the others were once again riding on the cover of the NR-N99 tank droid, though SSA-719 and 3B3-888 opted to hold on to the external handrails of Zako's armored assault tank. They had gone ahead of the main group, chasing after Korlo's AT-RT.

* * *

"They're following us," Korlo could feel his pursuers through the Force.

Commander Krane already knew that without the assistance of the Force. "Sir, we need to leave. This planet was never strategically important anyway, not since the Dark Reaper was destroyed."

"We're going to have to slow them down, or they'll have a clear shot at our shuttle."

"I've already prepared for that, General."

"Good."

A bolt of lightning struck down near the moving AT-RT.

* * *

The AT-RT had long been gone from OOM-9's sight, but patrols of STAPs informed OOM-9, and the entire droid invasion force, of where Zif Korlo was.

Dozens of troops from different attack groups had broken away from the various fights in the city streets to converge on Korlo's location. The Neimoidian Jedi was near Kesiak's ancient Sith temple.

When OOM-9's attack group arrived, Zif Korlo and Commander Krane were no longer on an AT-RT. Zif Korlo stood tall and strong, as if he were preparing for a fight he knew he would die in. Commander Krane had a Z-6 rotary blaster cannon ready.

"You're persistence impresses me, OOM-9. Not just the expert movements of your army but you yourself keep fighting on the frontline. You fight like a Jedi," Korlo declared.

"Come now, Korlo. I fight much better than a Jedi." OOM-9's soldiers spread out.

"But the time for fun and games has come to an end," Zif Korlo turned to his clone commander. "Commander Krane, finish them off."

"It will be my pleasure," Korlo made a hand signal and clone commandos started to attack from various hiding places. The Republic and Separatist soldiers fought each other, fueled by the hatred that the long battle on Thule had spawned.

Zif Korlo did not join in on the fight, instead observing. Commander Krane had forced the Separatists into whatever cover they could find. Zako's AAT and the tank droid were having trouble pinning down the clone commandos.

Neither side seemed to be able to get the upper hand on the other. The battle was stuck at a draw, until a MAF flew into the area. To pulled in low and slow and six marine battle droids jumped out of the moving aircraft, landed on their feet perfectly, and attacked the some of the clone commandos from behind.

The clone commandos were not ready to suddenly fight enemies from two sides. That's when Zif Korlo decided to join in on the battle. But instead of drawing his lightsaber, the Jedi merely stretched out his hands towards the sky.

A bolt of lightning struck the MAF and it went spiraling down to the street.

"What was that?" Sledge squealed.

"Did you turn into a Sith when I wasn't looking, Korlo?" OOM-9 yelled.

More lightning came down, down on the Separatists. The NR-N99 tank droid was hit and destroyed. Zako's armored assault tank was hit next. More lighting came down at the infantry, but they were much smaller targets and therefore harder to hit.

"He's using the Force to guide the lightning, he's not creating it," OOM-9 figured it out. If Korlo was that powerful he was have used this attack by now. But the lightning storm was gradually getting stronger and now Korlo and encouraging the lighting to strike near where OOM-9's soldiers were. "We need to break his concentration."

"I can do that," Katen broke out from cover and hurled a thermal detonator at the Jedi. Krane saw the incoming explosive and kicked it away once it hit the ground near Korlo. The thermal detonator exploded too far away, leaving Zif Korlo and Commander Krane completely unharmed.

Though Korlo was now taking fire from a completely new direction. EEK-176 and his two co-pilots had freed themselves from the crashed MAF and were making a rush at the Jedi. EEK-176 had an RD-4 radiation launcher and his two pilot droids wielded SE-14 blaster pistols.

Zif's concentration was clearly broken. He grabbed his lightsaber and snapped it alive. Korlo had to deflect the pistol shots while avoiding the radioactive grenades entirely. Krane couldn't turn to meet the newcomers; he was still preoccupied with keeping the other Separatists pinned down in cover with his Z-6 rotary cannon. Commander Zako and his tank crew had left their ruined AAT and joined in on the fight. Having driven a tank all day, Zako was dressed only in his officer uniform. Though currently lacking his FR-8 shock trooper armor, Zako still charged in as if he were wearing it.

New Confederate reinforcements started to show up and the clone commandos started to fall one after another. Among those late to the fight were HouseKarl battle droids, Z1 special ops battle droids, BX droid commandos, and human Separatist shock troopers.

There were too many elite CIS units in one place. Soon Korlo and Krane were the only ones left on the Republic's side. The Jedi general and clone commander started to fall back, Krane still firing his Z-6 rotary cannon and Korlo deflecting any shots that went their way. The two made an impressive team. They were backing away to their parked Nu attack shuttle.

"Surrender yourself, Korlo. We were allies once so I'll give you a break. If you give up now we'll take you alive," OOM-9 offered.

Korlo returned no answer; he was too busy trying to keep himself and his clone commander alive. Finally Korlo unleash a massive Force push, knocking down nearly all of the Separatists that were attacking him and his commander.

OOM-9 was still standing but he stopped firing on the Jedi and his clone.

"This is the city where Anakin Skywalker brought down the Dark Reaper. The Dark Reaper is destroyed beyond repair. What else is here? What is the Republic looking for?" OOM-9 asked. The soldiers that had been knocked down were starting to get back up.

"There is nothing here but dust, darkness and shadows of the past," Zif Korlo cryptically answered.

"Then you won't mind if I take this planet back."

"You have led your troops admirably, General OOM-9. I applaud you and you're your troops' efforts."

"Flattery will get you nowhere, Korlo," OOM-9 replied.

"Oh, but I mean it. But if you really wanted to impress me, you would have captured the anti-orbital cannon on Sivvi and used it to destroy my armies before you even touched down on Thule."

"There was no guarantee that you wouldn't have a shield generator to protect you. And I wouldn't want to give your troops an opportunity to re-capture it and use it on my army once it landed. I am no fool Korlo. I already had what I needed to destroy your clone army. If I had gotten greedy all I would have done was give you a chance, however small, at a last minute victory."

Everyone was ready to fire on the Jedi again but OOM-9 ordered them to cease their attack. Korlo and Krane were right at the entrance to the Nu shuttle.

"You're on the wrong side of the war, Korlo. You will realize it before the end," OOM-9 said.

"Here's a parting gift, courtesy of the clone army you clanker!" Krane tossed an EMP grenade. The various battle droids that the grenade was propelled towards dived out of the way. The EMP grenade did no damage but provided an excellent distraction.

Zif Korlo and Commander Krane entered the shuttle and it quickly too off.

EEK-176 aimed his radiation launcher.

"No, let him go!" OOM-9 stopped the command droid.

EEK-176 lowered his weapon.

"But General, he knows about us," SSA-719 protested.

"He thinks he knows us. We know him, and we may be able to use that to our advantage in the future."

Two _Pelta_-class frigates and a _Consular_-class cruiser also took off from different parts of the city and joined in the Nu attack shuttle in fleeing for the stars.

"He will be a dangerous adversary," SSA-719 warned.

Commander Zako walked over to one of the Z1 special ops dwarf spider droids. It was ZSD-3. "You're covered in dust and blood. How'd you even get clone blood on you?" Dwarf spider droids, no matter what kind, always attacked from a distance when they could. "We're going to have to get you cleaned up."

"You can clean like a little sissy maid later," Katen jabbed a finger in Zako's chest. "In case you've forgotten, we still have a battle to win. Just because the Jedi ran away doesn't mean this fight is over."

"No, the battle is over," 3B3-888 corrected Katen.

"We're receiving reports from the CCCs that clones all over Kesiak are surrendering," EEK-176 told Katen.

Zako seemed rather distracted looking up at Thule's beautiful purple-blue sky; he even neglected to provide a snarky comment back to Katen.

"I love this planet, it reminds me of home," Karl Zako said.

"A little," Ashley Katen admitted.

* * *

KJZ-8267's starbomber squadron ended up chasing the Nu shuttle and the other ships off the planet. They managed to successfully bomb one of the _Pelta_-class frigates. The 8th Fleet destroyed the other Pelta frigate and the Consular cruiser. Zif Korlo's Nu shuttle was the only one to make it past the 8th Fleet. The Nu attack shuttle zipped into hyperspace.

"I'm sorry sir, I don't know what happened back there." Commander Krane sat in the co-pilot seat. Krane was not used to failure, especially failure on such a colossal scale that they had lost their entire military force.

"No need for apologies, Commander. The battle was doomed to failure from the start."

"Surely you don't mean that, sir."

"No I do. I know that battle droid. The one that's leading that army. I've worked with him before."

"But it's just a battle droid, sir."

"This particular droid is odd. But very intelligent. I worked with him to hunt down the pirate lord Dool Pundar."

"Isn't Pundar that Neimoidian that…"

"Yes," Korlo cut Krane off. "The one who deserted the Trade Federation military and became a pirate lord. For years he has been an irritant to the Republic in general and an embarrassment for the Trade Federation. Back when the Federation was a part of the Republic, I led a mission to capture Pundar using some of the Trade Federation's military forces at my command."

"The Trade Federation was supposed to scrap their droid armies after the incident on Naboo," Krane said.

"They obviously didn't. And I don't blame them. There were huge pirating problems back then. The Trade Federation needed some kind of defense."

"Sounds like an excuse for the Federation to build up a great army to bully lesser systems."

"They weren't going to get away with that after what happened on Naboo. But the droids were still operating unofficially. I wasn't going to turn down the power they offered. The Republic's Navy was a joke before the Clone Wars broke out. I needed those forces if I was going to take down Pundar's pirate gang. OOM-9 was a useful ally and an exceptional battle droid. Still, Pundar did escape us."

"Exceptional sir?" Krane asked. "Didn't they just overwhelm us with superior numbers? Isn't that always the Confederacy's strategy?"

"Except OOM-9 is smart about it. He also has a herd of competent officers under his command. We must be cautious. I'm certain we'll meet that droid and his army again before this war is over."

* * *

**Author's Note:** The planet Thule and its moon Sivvi appeared in the video game Star Wars: The Clone Wars.

The black super battle droids introduced in this chapter are based off the super battle droid included in the Battle Pack: Battle on Mygeeto from 2008.

I often take different color schemes for droids and vehicles and include them in this story. The variety makes it more interesting I think. I occasionally come up with my own ideas (the black and gray camouflage B1 battle droids) but I try to stay with color schemes that have been done already. A lot of the ideas come from toys and video games that rarely make it into other Star Wars media. Which is too bad, because some of them are very creative and look really cool.

Overall, I try to paint a picture that OOM-9's forces are visually a mess of different color schemes. OOM-9's army is meant to look vastly different than other droid armies where all the droids and tanks are painted a specific color scheme and left at that. Though standard colors for the CIS units are still common even in OOM-9's army. OOM-9 uses troops with a specific color scheme when it is advantageous to do so, such as using the darker color themed droids on Thule or sending out the red B1 battle droids first when he reclaimed Geonosis. Of course there are only so many of any one color type and the others end up joining in too.

I also use a lot of uncommon weapons, droids, and vehicles in this story, for both the CIS and the Republic. I've seen a lot of different designs from video games and toys over the years and most of them are used once and forgotten about (ex: the grapple battle droid, flame battle droid, and plasma battle droid from Jedi Power Battles, the baron battle droid, thermal detonator battle droid, and bio cannon from Galactic Battlegrounds or the marine battle droid from Battlefront II). So I've thrown a lot of them into this story. It also partly explains why OOM-9's army is so effective, there is so much diversity in the weaponry, droids, and vehicles used. OOM-9's army has something for almost any situation. And overwhelming numbers don't hurt the CIS army's chances of success either.

Zif Korlo and Commander Krane are characters of my own creation.

The subject of age of come up again in this chapter, as OOM-9 likes to occasionally tease Katen about her age, knowing he'll get a response out of her. For those that wish to know: Zako, Katen, and Sledge were born in the year 50 BBY. OOM-9, EEK-176, SSA-719, KJZ-8267, and 3B3-888 were created in the year 34 BBY. Dr. Gatling Quartz is the oldest of OOM-9's group, being born in 64 BBY.


	32. Ambush at the Stellar Scrap Fields

**Chapter 32: Ambush at the Stellar Scrap Fields**

Nar Shaddaa was the largest moon of Nal Hutta. The surface of the moon was covered in a metropolitan sprawl. It was a miserable, highly polluted and highly corrupt place. The planet Nal Hutta and its crime-infested moon were controlled by the Hutts, who were not exactly on good terms with the Confederacy of Independent Systems. Ashley Katen and Melissa Sledge just happened to walk into one of Nar Shadda's endless grimy cantinas. That the people they were here to meet chose Nar Shaddaa was a little suspicious. The two Separatist officers were wary that this might be a trap and of course weren't dressed in anything that would show their affiliation to the CIS.

"You better watch yourselves, you humans don't tend to do so well here," a Weequay sneered at them as they entered.

Katen let out a huff that indicated she was about to go smash his teeth in. Sledge pulled her companion back. "Not now. We have to take care of business first."

"Fine," Katen grumbled. There were many things in the galaxy that irritated Ashley Katen. But one of the things that angered her most was when random people she didn't know insulted or wronged her or her friends in any way. She just couldn't stand it. Throughout her life Katen had done terrible things to the random people who had pissed her off. Usually her response would be to beat the crap out of any random fool who purposefully offended her. Though Katen never took things as far as killing anyone over it, unless the situation was escalated further.

The two human women continued to scan the cantina for the ones they were here to meet. The dingy cantina seemed to be coated in a dull aura of despondent gray. The entire environment exuded desperation and depression.

After a few seconds of searching they found the two Ithorians they had come to meet. They were easy enough to spot; they were the only Ithorians in the whole cantina. Even if there were other Ithorians around these two would have stood out. The two humans went over and sat at the Ithorians' table. For whatever reason the cantina didn't smell so bad from where they now sat.

The pair the two Separatists had come to meet were the legendary bounty hunter brothers, Onca and Bulduga.

"You the battle droid's girls?" the Ithorian that was wearing a hat and goggles asked.

"Yes," Katen replied. From what the two human women knew, Bulduga was the one with the hat and goggles. Though being able to tell one from the other really wasn't that important at the moment.

"You wanna talk business, you talk with our boss," Katen cut off the Ithorian. "We are not staying on this stink hole any longer."

"Why should we?" Bulduga asked.

"Because our boss is wary," Sledge cut in before Bulduga or Katen could say another word. The Weequay from earlier had gotten Katen into one of her moods and Sledge didn't want her to offend the two Ithorians and blow the meeting. "The prey you offer us is dangerous and promises don't mean much on Nar Shaddaa. You either come with us or no deal. We're very busy and have other things to do."

The two Ithorians turned and looked at each other for a split-second before turning back to the two humans.

"Very well," Onca conceded. "Take us to him."

As the group went to walk out of the cantina, Katen broke from the group and zeroed in on the Weequay from before. The Weequay was now sitting at a table. Katen silently came up from behind (which wasn't hard to do in the noisy cantina) and smashed the Weequay's face down onto his glass on the table. Though the glass cup smashed, large pieces ended up in the Weequay's face. Katen lifted the alien back up off the table.

"Fools who piss me off don't do so well," Katen told the Weequay before smashing his face into the table once again, rendering him unconscious. The other cantina patrons took notice for a few seconds before going back to their own business, the music hadn't even stopped playing.

With Katen's anger satiated, the two humans then led the Ithorians to a purple Gozanti cruiser. The super battle droids hiding inside the ship didn't worry the bounty hunters in the slightest.

* * *

After a hyperspace jump, the Gorzanti cruiser delivered the two Ithorian bounty hunters to the _Magna Musai_, a droid control ship of the 8th Fleet. A squad of super battle droids escorted the two bounty hunters from the cruiser parked in the hanger to a conference room.

While the two Ithorians waited, a PK worker droid offered them beverages but was turned away. A few moments later OOM-9 arrived at the conference room, flanked by two security battle droids. The two security droids took up positions guarding the doorway while OOM-9 moved in closer to the conference table, though OOM-9 didn't take a seat in any of the chairs.

"The famous bounty hunter brothers Onca and Bulduga. You know where the pirate lord Dool Pundar is?" OOM-9 asked.

"We know where he is going to be," Bulduga corrected.

"And why are you willing to give this information to me?"

"We did a job for him. But he shorted us on our pay and ended our work arrangement early. Your humans promised you would pay well," Onca said. During the ride in the cruiser to the 8th Fleet, Katen and Sledge had told the bounty hunters that they would be well paid.

"Where is Dool Pundar going to be? How can you be sure he won't change course in case you go after him?"

"He doesn't consider us to be a threat. Or that we'd be able to find anyone skilled enough to take him down. But you've hunted him before," Bulduga answered.

"What about our credits?" Onca asked.

"You will be paid after Dool Pundar is dead and the Lucrehulk battleship he stole is in my possession."

The two Ithorians hesitated for a moment and exchanged glances with each other. They didn't like the prospect of not getting paid if the battle droid screwed up his attack, yet this was the easiest and most effective way to get back at Dool Pundar.

"All right, we have a deal," Bulduga said.

"Where is he going to be?" OOM-9 asked again.

"He is supposed to be at the Stellar Scrap Fields in three days."

Three days didn't give OOM-9 much time to prepare.

* * *

The Stellar Scrap Fields were one of the galaxy's dumping grounds for garbage, similar to Raxus Prime or Ord Mantell but in space.

But on the day that Dool Pundar was supposed to show up, the _Magna Musai_ was not in or even near the Stellar Scrap Fields. The _Magna Musai_, as well as the majority of the 8th Fleet, were far from their target destination.

Onboard the _Magna Musai_, General OOM-9 was busy having a conversation with Baroness Zada Zincer of Zakkudos, by way of a large view screen. Zincer's outward appearance was the same as it ever was. Her dagger-sharp, dyed blue, short hair combined with the eye patch over her right eye and a red cybernetic left eye gave the appearance that she was angry, and she often was considering how the war was dragging on without a clear sign of victory.

"You keep costing the taxpayers a lot of credits. You may not have to answer to the people, but I do!" The money Zincer was referring to had been used to procure and transport gravity well projectors to the Stellar Scrap Fields.

"Not to worry Baroness, I am about to provide the people with another heroic war story."

"What does this have to do with the war? You're finally reacquiring a battleship that was stolen from the Trade Federation a decade ago."

"Even if I'm temporarily taking a break from destroying the clone armies of the Republic, I'm sure the citizens of Zakkudos will be glad to hear news of a victory. And this Lucrehulk battleship I'm about to reclaim is filled with droids," OOM-9 stated. "Droids your taxpayers won't have to pay for."

"You'll want those old droids upgraded. You want everything upgraded," Zincer complained. "I know your army and navy is highly successful but the costs of your droids and vehicles are staggering."

"I'll take care of it myself. I can handle that on Eos. You won't have to worry about any additional costs on your part."

"Good. This war is dragging on too long and my people are getting tired of the higher tax rate. My popularity is starting to show signs of slipping. I am not looking forward to any assassination attempts, it's bad enough I have to worry about the Republic trying to kill me." Baroness Zincer was a target of the Galactic Republic, but she was still popular with the people of Zakkudos and an assassination attempt from within the CIS was just the wild imaginings of Zincer's prolific paranoia.

"Don't worry, with anther ship and more droids under my command, I will be sure to provide your people with more stories of victory against the Republic soon."

"You had better. No one else is. This is ridiculous. We should have conquered Coruscant by now, instead we're barely breaking even against the Republic."

* * *

OOM-9 had placed gravity well projectors in the garbage of the Stellar Scrap Fields. There was the issue of whether the equipment could become damaged or destroyed, but the garbage floating about the Fields wasn't whizzing about space at breakneck speeds. It wasn't dangerous in the same way an asteroid field was. The idea was that the gravity well projectors would rip the ships of the 8th Fleet out of hyperspace at specific points near the Stellar Scrap Fields in order to quickly box-in Dool Pundar's small fleet of pirate vessels.

OOM-9 had some of the 8th Fleet's Trade Federation freighters, super freighters, missile frigates, and repair ships roaming around the Stellar Scrap Fields. The idea was when Dool Pundar showed up, he would try to capture and plunder the small Trade Federation ships. When the small, seemingly defenseless convoy lured Pundar's ships to a certain point, the larger ships of the 8th Fleet would make micro-jumps and be ripped out of from hyperspace at specific points by the gravity well projectors hidden in the Fields.

OOM-9 absolutely despised the very idea of having to engage fellow battle droids in combat. Every circuit of his being was completely repulsed by the thought, yet he would have no choice.

"Remember," OOM-9 addressed his officers. "Aim for the arms and legs when dealing with the B-series battle droids. Droidekas are too dangerous to show any leniency, destroy them as quickly as possible. Our infiltration teams need to move quickly once inside the _Profit_, this is a Lucrehulk battleship we are taking, not some pitiful Acclamator assault ship. Our fighter groups are to try and avoid shooting down their droid starfighters, but do not compromise the safety of our own fighters. I want Dool Pundar and his command staff taken alive if possible but under no circumstances should he be allowed to escape." OOM-9 ended his transmission.

* * *

In one of the _Scrapyard_'s hangar bays Major Ashley Katen was meeting with the members of the Violent Violet Star Squadron. Katen was not particularly enthusiastic about the upcoming mission for the specific reason that she did not want to go into battle against battle droids that should have been her allies. Though Katen still hated Dool Pundar just as much as OOM-9 and all the others. Katen's uneasiness surprised OOM-9 (even Zako was going to take part in the boarding action on the _Profit_), but the battle droid general was willing to let her join KJZ-8267 in leading the starfighters in the battle that was sure to occur in space. While Katen might still have to shoot down old Vulture droid fighters, there were more than enough pirate vessels she could focus on. OOM-9 had chased Pundar around before and knew well enough that Pundar had amassed a small private pirate fleet composed of much more than just Vulture droids and the other Trade Federation fighters that were on board the _Profit_ when the Neimoidian stole it.

But Katen forgoing direct combat with a hated enemy wasn't the only unusual thing going on in the hangar. The fact that the Violent Violet Star Squadron was there was extraordinary. That particular squadron was not a normal part of the 8th Fleet; OOM-9 had called them in for this specific mission. The Violent Violet Star Squadron was the best fighter squadron the Confederacy of Independent Systems had. It was a recently built squadron hailing from the planet Zakkudos in the Zalost system. They were built specifically to be the best in the galaxy, though they were mainly used to perform fantastic aerial stunts at shows to boost morale for the citizens of the Confederacy. The few combat missions they flew they were astonishingly deadly and never sustained any casualties. The Violent Violet Star Squadron consisted of twelve members, two of which were Vulture droid starfighters. The other ten were pilot battle droids. Each of the pilot battle droids bore the traditional blue markings applied to all pilot battle droids, though the ten members of the Violent Violet Star Squadron had custom paint jobs, each individual droid has his own unique marking set. The two Vulture droid members, VB-11 and VB-12, were painted black with violet stripes and had purple eyes rather than the more common red.

The ships they flew were varied, and like the two Vulture droids, were all painted black with purple stripes. The ships the pilot droids flew came in pairs: two Scarab starfighters, two Mankvim-814 interceptors, two E-STAP droid starbombers, two shielded E-STAP droid starbombers, and two advanced E-STAP droid starbombers. Altogether the twelve ships that comprised the squadron could take on a variety of missions.

"You're primary objective will be the elimination of enemy starfighters," Katen told the group of pilot droids before her.

"You're aware of our abilities, Major?" the squadron leader, KVB-1, asked. "The Confederacy could stand to lose scores of stolen droid fighters."

"Yes, you are to disable Trade Federation property if you can. Eliminate the pirate fighters with extreme prejudice."

"Isn't the _Profit_ the main objective?" the pilot droid KVB-2 asked.

"We have plenty of other flyers to help disable the _Profit_'s main guns. You just worry about those fighters."

"Roger roger."

* * *

The _Profit_ screeched out of hyperspace, a dull gray colored gem amongst the background of millions of stars in space. The _Profit_ and the small fleet of pirate vessels surrounding it (which included YT-1300 light freighters, CR70 corvettes, and CR90 corvettes) were quick to recognize the small Trade Federation convoy and moved to capture the ships.

The various ships in the Trade Federation convoy moved towards the debris of the Stellar Scrap Fields. Dagger starfighters, Dianoga assault starfighters, MorningStar-A starfighters, CloakShape fighters and Vulture droids were launched from the _Profit_'s various hangar bays. The pirate ships continued to close in on their targets.

Then the _Scrapyard_ was yanked out of hyperspace directly behind the _Profit_.

"Well, at least Pundar still hasn't painted our ship in any ugly pirate colors yet," Commander OOM-8 stated.

Then the Lucrehulk battleship the _Glaciarium_ was ripped from hyperspace above and behind the _Profit_. The _Saak'ak_ came out behind and below. The Banking Clan frigates _Komusai_, _Kuzack_, and _Executioner_ came out from the sides. Then the three Commerce Guild destroyers, _Wertizlan_, _Enzack_ and _Khassez_ were revealed. The 8th Fleet's four Hardcell interstellar transports were the last to be ripped from hyperspace by the gravity well projectors.

"Launch the fighters and bombers!" OOM-8 commanded.

Hundreds of CIS aircraft left the hangar bays of the _Scrapyard_ and the other capital ships: Vulture droid starfighters, Scarab starfighters, Mankvim-814 interceptors, and all three variations of the E-STAP starbomber series. Only Vultures and Scarabs that were painted in the blue and gray coloration were launched, to help prevent confusion on who was on what side of the fight since Pundar also had Trade Federation flyers under his command. Pundar's stolen ships still bore the regular old Trade Federation color schemes.

Even the three variants of the E-STAPs the 8th Fleet launched were dark gray and blue in order to clearly define who was whose side. What was notable about the E-STAPs being dark gray and blue was the fact that up until now, most of the E-STAPs the 8th Fleet utilized were the painted in the old Trade Federation brown. The E-STAP starbomber series had a very low causality rate in the Clone Wars so far, which was even lower in the 8th Fleet. Combined with the fact that after OOM-9 won his battles any and all E-STAPs (and other damaged vehicles and droids) were salvaged and repaired, meant that the 8th Fleet's E-STAP losses were almost nonexistent. Thus all the bombers were still in the old Trade Federation colors. New E-STAPs were of course being manufactured in the Zalost system, and OOM-9 had requested many with the new color scheme specifically for this mission.

Lieutenant KJZ-8267 led the starfighter horde from a dark gray and blue advanced E-STAP starbomber. The mission was too important for a skilled pilot like KJZ-8267 to utilize a regular E-STAP like he often liked to do. Though Katen outranked him, there was an unspoken agreement that KJZ-8267 was the de facto leader of the fighter horde.

* * *

"Are you sure you don't want our help?" Onca asked.

"That would cost us extra," Z23-Y75 held up his hand. "Your combat services will not be necessary. We can handle this ourselves." Z23-Y75 had been charged with overseeing Onca and Bulduga while the operation was being executed. Just in case the information they gave them was bad or they switched sides Z23-Y75 and his squad of super battle droids had orders to kill the two Ithorians. OOM-9 wasn't being particularly trusting of bounty hunters at the moment, especially bounty hunters providing information on the movements of Dool Pundar.

* * *

With the Violent Violet Star Squadron leading the way, the CIS fighters were demolishing the pirate ships that swung around the meet them. The CIS-aligned capital ships behind the _Profit_ began firing upon the Lucrehulk battleship.

It wasn't probable that the capital ships of the 8th Fleet could be safely placed right in front of the _Profit_ because of the debris field, but it also acted as a barrier, trapping Pundar's flagship. But rather than turn to face its attackers, the _Profit_ started to move into the scrap field.

"He's running for it!" Captain Sledge said from the bridge of the _Kuzack_.

"The odds of a ship that size successfully navigating the Stellar Scrap Fields with no hull damage is approximately three hundred and fifty-two to one," TH-1066 stated from the bridge of the _Komusai_.

"We knew Pundar was daring enough to try this," OOM-8 said. "After him! He will not escape us this time!"

The _Scrapyard_ lurched forward after the _Profit_ as it went into the Stellar Scrap Fields, the _Kuzack_ and _Komusai_ quickly followed. The other capital ships of the 8th Fleet stayed and finished off the CR70 and CR90 corvettes that weren't able to make it into the debris field in time.

The 8th Fleet was indeed prepared for this scenario; they were even expecting it. Vulture droids in walking mode that were hiding amongst the scrap had now converted to flying mode and were harassing the pirate fighters that fled with the _Profit_. Vulture droid starfighters were not the only ones hiding in the floating scrap. _Droch_-class boarding ships and rocket battle droids also revealed themselves in short order, screeching towards the _Profit_ like angry winged insects defending a hive from a large predator.

The engines of both the _Scrapyard_ and the _Profit_ huffed and wheezed as the two Lucrehulk ships were pushed far beyond their intended speed settings.

The Droch boarding ships started to slam into various parts of the _Profit_, injecting marine battle droids and BX droid commandos into the Lucrehulk battleship.

The Trade Federation super freighters and missile frigates that had originally fled into the Stellar Scrap Fields had turned around and started to attack the _Profit_. Not having any offensive weapons, the regular Trade Federation freighters and repair ships did not pursue the pirates but did stay nearby.

"We're running out of room," a pilot droid crewman warned OOM-8.

"Then make some!" OOM-8 commanded. The _Scrapyard_ starting blasting away at the debris that was directly in the way.

The _Profit_ did not stop; its quad turbolaser cannons were also blasting a path through the randomly floating junk. The _Scrapyard_ was having a more difficult time, being a droid control ship; it had the extra antenna that the _Profit_ didn't have to worry about. OOM-8 forced his ship to keep up. The _Kuzack_ and _Komusai_ were doing a stellar job of avoiding any large pieces of debris, and were steadily gaining on the _Profit_.

"Fire, fire! Take out the engines!" Sledge ordered the crew of the _Kuzack_. "I want that ship disabled now!"

The CIS and pirate fighters continued to buzz around the capital ships and the floating debris. There were no casualties attributed to the flying junk, but the pirates' were going down in a hurry thanks to the Violent Violet Star Squadron.

One of the members of the Violent Violet Star Squadron, the pilot droid KVB-6 was so skilled he was able to take his E-STAP droid starbomber and pass over a YT-1300 freighter, dropping a plasma bomb right on the ship which destroyed it in a single blow.

The two Vulture droids VB-11 and VB-12 chased a trio of Dagger starfighters, destroying two of them. The third Dagger panicked as it tried to evade the black and purple Vulture droids and accidentally flew into a passing MorningStar fighter. The MorningStar survived but was soon blasted to smithereens by KV-8's black and purple Scarab starfighter.

Several of the various gray and blue E-STAP bombers that had been deployed were specifically targeting and destroying the _Profit_'s quad turbolaser batteries.

* * *

Despite taking minor damage and losing most of its starfighters, the _Profit_ finally made it through the Stellar Scrap Fields. Pundar's stolen ship made it through only to end up in front of the _Magna Musai_, which had been ripped out of hyperspace by the gravity well projectors. OOM-9 had always suspected Pundar would run through the field and thus kept the _Magna Musai_ in reserve until they could observe his intended path through the junk field. OOM-9 had the _Magna Musai_ placed further from the scrap fields in order to be able to effectively move the ship depending on where Pundar was coming out. The _Magna Musai_ had enough time to get in front of the _Profit_ to block Pundar's escape.

Pundar was no fool to try and ram his Lucrehulk battleship through a Lucrehulk droid control ship. Though Pundar brought the weapons systems to bear on the other ship.

The _Scrapyard_, _Kuzack_ and _Komusai_ exited from the Stellar Scrap Fields and the other capital ships of the 8th Fleet were starting to approach from around the field. The _Profit_ was getting boxed in.

A horde of various types of boarding craft left the _Magna Musai_. The ships didn't have far to travel and were easily able to land in the hangar bays of the _Profit_ without getting shot down.

Several blue Sheathipede shuttles and type B escort shuttles landed in the main hangar of the _Profit_'s right docking claw. OOM-9, KLO-657, SSA-719, and 3B3-888 exited together from one of the Sheathipede shuttles. Several Z1 battle droids and HouseKarls accompanied OOM-9. Many B1 battle droids and B2 super battle droids left the other shuttles. All the B1s featured the black and gray camouflage color scheme and all the B2s were painted in the rare shadow color scheme. OOM-9 chose droids with the rare color schemes to board the _Profit_ in order to easily differentiate them from the old droids that Pundar was commanding. Of course 3B3-888, SSA-719 and OOM-9 were in the tradition color schemes, though they did have the CIS emblems on their shoulder plates that helped them stand out from the other droids. There were also a few crab droids and dwarf spider droids in the battle group.

The battle droids carrying E-60R rocket launchers or E-8 heavy projectile launchers didn't need to be told to shoot the ceiling-mounted heavy turrets first. The CIS droids with heavy weapons immediately went for the turrets, they were the currently the biggest threat to the Separatist shuttles landing in the hangar.

Dool Pundar wasn't stingy when sending out battle droids to repel the CIS invaders. Battle droid was pitted against battle droid in a reprehensible battle that never should have happened in the first place.

"This isn't like fighting clone troopers," 3B3-888 said.

"What's wrong Sergeant? Can't stand a challenge from time to time?" SSA-719 asked. The old battle droids were doing decent considering that OOM-9 had brought in so many of his best fighters. OOM-9 and his army were always ready to crush clones, fighting against their own kind was something else. It was especially hard since they were trying to land shots that would disable their opponents so they could easily rebuild them later. Pundar's troops suffered from no such restraint.

Enemy droidekas soon rolled in after it was clear that legions of B1 and security droids were not doing the trick. The Z1 dwarf spider droids (and the regular dwarf spider droids) were more than powerful enough to take care of the droidekas themselves, but OOM-9 had also brought some of his own destroyer droids.

The opposing droidekas cancelled each other out. The Z1 and standard dwarf spider droids put the CIS over the top. The various other infantry were content to fight with each other.

"You move like you have malfunctioning density projectors in your feet. Double time!" OOM-9 urged his troops onward.

The docking claw hangar bays of the _Profit_ were gigantic, as was usual with all Lucrehulk battleships. Now accompanying the legion of pirate battle droids were STAPs, AATs, and MTTs.

"Pundar doesn't want to make this easy," Commander KLO-657 said.

"He's only making it harder on himself," OOM-9 answered.

Neimoidian transports from the _Magna Musai_ had brought in dark gray and blue colored AATs, ASTs and GATs to fight on behalf of the CIS. Now AATs fired upon AATs as battle droids fought each other. The ASTs chased the STAPs around while the GATs attacked the MTTs.

* * *

The battle in space had not slowed down. The _Profit_ had not launched all its fighters at once, but had begun releasing nearly everything it had left in reserves. Most of the newer pirate flyers were Vulture droids or the old Trade Federation droid bombers, but there were also some more Dagger and Dianoga fighters.

"Watch out, two coming in from below," Lieutenant KJZ-8267 warned Major Katen and her squadron of Mankvim-814 interceptors. The Techno Union interceptors were able to dodge the two Dianoga fighters that had come at them. KJZ-8267 and his two wingmen were able to blast the assault fighters.

"Enemy Vulture droids coming in at point 06," Katen warned. Some of the members of the Violent Violet Star Squadron disabled most the incoming enemy droids.

"They're heading for the _Khassez_," KVB-3 commented about a group of Trade Federation droid bombers. "Major Katen, turn to point 13. We'll cover you."

"Roger." This was precisely the situation Katen had wanted to avoid, but she was in the best position to take out the droid bombers. KVB-3 had kept at pair of CloakShape fighters from getting near, and Katen was easily able to overtake the five droid bombers as they approached the _Khassez_. Katen only hesitated a split-second before firing on the droids. She didn't want to destroy them, but she knew she could not allow them to harm the _Khassez_ and its crew.

Katen destroyed two of the droid bombers but they kept going forward towards the Commerce Guild destroyer. She managed to destroy a third right as the bombers made it to the _Khassez_. When she started firing on the last two the bombers broke away at the last second and pulled off. The droid bombers never laid a single bomb on the _Khassez_ and Katen was relieved to allow the last two to run. She turned her Techno Union interceptor around, hoping to find some Dagger fighters to shoot.

* * *

Commander EEK-176, Dr. Quartz and Commander Zako led the attack on the _Profit_'s left docking claw hangar. While OOM-9 was gunning for Dool Pundar in the bridge, EEK-176 and his troops were escorting Quartz and a team of Neimoidian technician and human engineers to the _Profit_'s main control computer to alter the command signal to get Pundar's battle droids working for the proper team.

Squads of heavily armed and armored Separatist shock troopers and some Z1 battle droids protected the tech specialists. Larger groups of CIS aligned B1 and B2 battle droids engaged in the heavy fighting while the elite team kept pressing on.

The battle was fast and fierce, especially when the opposing AATs and other tanks started to fight. EEK-176's team was able to steer clear of the vehicles made it through most of the hangar before having to take a detour through the various hallways of the _Profit_. The fighting in the hangar was the most dangerous, but it was also the fastest way to get around the massive battleship.

A few times EEK-176's group crossed paths with the marine battle droids and BX droid commandos that had been inserted into the pirate vessel by the Droch boarding craft.

The closer they came to the main computer, the more enemy battle droids they encountered. The CIS troops also started encountering more and more flesh and blood pirates to shoot.

When they finally reached the main computer, there was only a pair of destroyer droids blocking the way. The Z1 droids were able to deal with the droidekas and the tech group went about their work.

The command computer on a Lucrehulk battleship was nowhere near as powerful or sophisticated as a central control computer on a Lucrehulk droid control ship. Not even Quartz and Zako's team of techs could hack into one of those monster computers, not in any kind of reasonable time frame, but infiltrating a computer on a regular battleship was possible for a team with their skills.

It quickly became apparent that the pirates had figured out what the Separatists were trying to do. Endless squads of battle droids rushed to stop the technicians and engineers.

Zako and the others were struggling to keep up with the blinding speed of Dr. Gatling Quartz. The Skakoan went about his work with blinding speed and precision while the others struggled to keep up with him. Dr. Quartz really had expected better from Commander Zako in this situation.

"Commander, if you don't hop to it, I'm going to test whether one of my wrist rockets will encourage you to go faster," Quartz threatened.

"I'm trying!" Zako snapped back.

EEK-176 and the others were doing a fine job of keeping the techs safe.

A few frantic moments later and they had wiped Pundar's altered programming of the _Profit_'s battle droids. The CCCs on the _Magna Musai_ and _Scrapyard_ immediately took over the pirate battle droids. The Separatists no longer had to fight their droid brothers, and the CCCs transmitted a signal to all CIS forces that Pundar's droids were now fighting for the Confederacy.

With no battle droids fighting on behalf of the pirates, the battle quickly came to a close. The pirate fighters in space got a huge surprise when their allied Vulture droids and droid bombers suddenly turned on them. The space battle was already going really well for the 8th Fleet and was nearly finished. Some of the pirate fighters broke away and tried to flee into hyperspace, but the gravity well projectors still in the Stellar Scrap Fields prevented such an escape. All remaining pirate fighters were mercilessly hunted down and destroyed.

* * *

OOM-9's team was nearly upon the main command bridge. They moved much faster now that the battle droids that had previously barred their way now allowed them to pass. Once OOM-9 and his confederate droids passed the old droids turned and followed.

Only organic pirates stood as a threat now. There were Balosars, Bothans, Cereans, Gamorreans, Gotals, Nikto, Twi'leks, and Weequays. But none of them were a match for the Separatist battle droids.

OOM-9 and his troops made it to the entrance to the command bridge.

"They've closed the blast doors," SSA-719 observed.

"That won't save them," OOM-9 said as a pair of Z1 battle droids tried to blow the doors open with a detpack. It didn't work. Then the droids tried slicing their way through, and were successful.

The command crew was hardly ready for a fight with OOM-9, KLO-657, SSA-719, 3B3-888, the HouseKarl battle droids and the Z1 special ops battle droids. A surprising number of the crew were Neimoidians, former Trade Federation members that had sided with Dool Pundar when he had stolen the _Profit_.

OOM-9 let the bridge crew and his droids fight, he was searching specifically for Dool Pundar. OOM-9 found the traitorous Neimoidian, in the back of the bridge. Pundar was encased in combat armor rather than the traditional dress of a Neimoidian officer.

"OOM-9!" Pundar shouted and proceeded to shoot at the battle droid general. "You never give up do you? You just can't let it go."

"What did you expect?" OOM-9 fired back, but missed hitting Pundar on purpose. "Did you really believe that the Republic's armies would keep me from finding you and taking back the _Profit_?"

OOM-9 continued to advance on Dool Pundar despite taking a few hits. OOM-9 wasn't damaged or slowed down and was soon upon the Neimoidian. OOM-9 took out Pundar with a powerful punch and the fight was over.

* * *

It wasn't long after Pundar was captured by OOM-9 that the entire battleship was taken. The pirates had been overrun when the former pirate battle droids joined with the CIS forces. Pundar and the command crew had been taken alive, exactly as OOM-9 had wanted.

OOM-9 and his top soldiers had taken turns giving Pundar and his crew savage beatings under the guise that they were extracting information on how the pirates had altered the _Profit_ over the years. They were able to the needed information quickly. Pundar and his pirates hadn't altered the _Profit_ much. The battleship required more repairs from the battle with the 8th Fleet than from any alterations Pundar had made over the years. Old security footage from the _Profit_'s computers showed that the crew that was loyal to the Trade Federation had been ejected out an airlock by Pundar and his group of traitors when they had first stolen the ship a decade ago.

Armed with what they needed to know, the beatings continued anyway until the time had come to finally take care of Dool Pundar.

OOM-9 had ordered Dool Pundar and his command crew be taken to the same airlock where Pundar had ejected the _Profit_'s crew that remained loyal to the Trade Federation.

"Wait! Wait! I could be useful! Have mercy!" Pundar pleaded as the door was slammed shut. OOM-9, OOM-8, EEK-176, KLO-657, SSA-719, KJZ-8267, 3B3-888, Dr. Quartz, Zako, Katen, and Sledge all watched the panicking pirates with malevolent joy in their hearts.

"Mercy? Why should I show you mercy when you shown none to the crew of the _Profit_ who were still loyal to the Trade Federation?" OOM-9 countered. "You ejected them out of this very airlock. And I am going to do the same to you."

OOM-9 pressed the button and spaced Dool Pundar and his traitorous command crew; their dying screams were swallowed by the great galactic void. Many others had wanted to press the button that would end Pundar's life, but this was one thing that OOM-9 had to do himself. OOM-9 transmitted to Z23-Y75 that Onca and Bulduga be paid and allowed to leave.

With Pundar and his pirates all finally dead and the _Profit_ retaken, there were much congratulations going around the group with plenty of hand shaking and shoulder patting.

Though OOM-9 noticed that Katen seemed to be sulking away from the group. The battle droid general went over to his friend.

"What's the matter Ashley?"

"I feel bad about those droid bombers I had to shoot down."

"You did what you had to do," OOM-9 told her. "You may have to do it again in the future." OOM-9 didn't expect Katen to take the situation so hard. "Pundar and his crew have been punished for their crimes. I know you can't let go of the pain they have caused you. But we need to keep our anger bottled up and unleash it upon the guilty at the appropriate time. And we have certainly done that today."

"Yes, sir," Katen still oozed her melancholy moodiness.

"Things will get better, Katen, you'll see. We still have much to do and many millions more to kill!"

That comment finally put a small smile on Major Katen's face.

* * *

**Author's Note:** Onca and Bulduga first appeared in the Star Wars: The Clone Wars episode The Box.

Dool Pundar first appeared in Dool Pundar: Pirate Lord. Pundar later appears in The Clone Wars: Strange Allies comic. In Strange Allies, Pundar is taken prisoner by the Galactic Republic. I had this chapter planned long before the comic ever came out and I decided not to change it. For OOM-9's Revenge, I've tried not to change established canon too much but the Clone Wars era keeps changing around and I'm not trying as hard to make it all fit together anymore.


	33. Defense of Felacat

**Chapter 33: Defense of Felacat **

OOM-9 had been suddenly summoned to the planet Raxus, the capital world of the Confederacy of Independent Systems. Though OOM-9 didn't know why he had been summoned. The battle droid general was quick in his compliance with the request, so he had taken a gray and blue advanced E-STAP starbomber and traveled to Raxus on his own. OOM-9 certainly didn't need an escort to Raxus; being the capital, it was supposedly the safest and most well protected place in the Confederacy.

Raxus was a picturesque image of a healthy and beautiful planet, the opposite of Raxus Prime. It had clear skies, green plains and striking blue oceans. None of it made any difference to OOM-9, Raxus was no better or worse than Raxus Prime to the battle droid. Though OOM-9 was sure most organics would prefer the temperate climate of Raxus to the toxic one of Raxus Prime, but battle droids didn't have to worry about such details.

Upon his arrival, a squad of security battle droids had taken OOM-9 to meet with some of the Confederacy's most prominent leaders. Senators Zok Zuuk and Mina Bonteri were present for the meeting. Those two had about as big of opposing views on the war as two Separatist senators could get. Zuuk completely supported the war and did everything in his power to increase the budget for the Separatist Army and Navy. Bonteri was known for trying to find a way to offer peaceful solution to the war. Count Dooku rounded out the group. Whatever was going on must have been important.

"Count Dooku, Senators Zuuk and Bonteri, it is an honor. How may I serve you?" OOM-9 asked.

"We have received information that the planet Felacat is going to be attacked by the Republic in retaliation for siding with the Confederacy," Dooku said.

"I recommended you for the operation," Zok Zuuk said. "The Felacatians have the potential to be great allies to the Separatist Droid Army and the Confederacy, so we cannot allow the defense of Felacat to fail."

"We're putting the wellbeing of billions of Felacatians with you," Bonteri added. "I've supported Senator Zuuk's recommendation that you be sent, General. I do not believe that Grievous is up to this particular task."

"Your fleet is to move to protect Felacat immediately," Dooku said. "Do not make your movements public to any except Felacat's leadership." Of course it was implied that OOM-9 could inform his own officers.

"Yes, Count Dooku," OOM-9 nodded.

"The Republic doesn't know that we will be ready and waiting for them. I want it to stay that way. Do not fail us, General," Dooku was rather cryptic in his last sentence.

"I will not fail you, Count," OOM-9 nodded again.

OOM-9 had no idea that it was Darth Sidious that had leaked the information of the Republic's planned attack on Felacat to Count Dooku. Sidious was allowing Dooku to select an officer to test and that officer ended up being OOM-9. OOM-9 was not directly Dooku's choice, for once, the Count allowed the Separatist senators to make the decision. Though Darth Sidious and Count Dooku both knew that there was something other than OOM-9's abilities that were going to be tested on this operation.

* * *

Soon after OOM-9 departed from Raxus the 8th Fleet was set up in orbit around Felacat, though one capital ship from the 8th Fleet was not guarding the Separatist-aligned planet.

The _Munificent_-class star frigate the _Kuzack_ was in orbit around the planet Zorva. Zorva was a quiet Separatist-aligned planet in the Zorva system, not too terribly far from Felacat. Seven of Zorva's nine continents were covered in tropical jungles. Zorva hosted a few refineries and mining facilities that exploited the world's natural resources. Zorva had a small population primarily consisting of humans, Neimoidians and Koorivar with a strong Ithorian minority. The humans, Neimoidians and Koorivar living on the planet were attracted by the jobs and money while the Ithorians were attracted to the planet's interesting flora and fauna.

Captain Melissa Sledge had been attracted to the planet for the donuts. When Zako, Katen and Sledge had discovered donuts on the planet Zeltros, they took the circular cakes with them and the foodstuff started to spread throughout the organic CIS ranks and then to the civilians of Separatist worlds. Donuts were becoming increasingly popular in Separatist space, and there was a fine donut shop that had sprung up on Zorva.

OOM-9 knew that the 8th Fleet had run out of donuts for its human members and had not been able to get resupplied yet. But OOM-9 couldn't let Sledge take the _Kuzack_ and go just for a donut run. Officially Sledge was getting fuel and other supplies from Zorva. Though they were legitimately getting other supplies, the donuts were the real reason for the short trip to Zorva. The secrets OOM-9 and his most trusted subordinates kept from their military weren't exactly sinister.

The _Kuzack_ had been filled with the needed supplies and was going to leave Zorva for Felacat shortly when the quick mission was interrupted.

"Incoming ship. Just exited out of hyperspace," a pilot droid told Melissa Sledge. Captain Sledge was initially calm in the command chair of the _Kuzack_, but she suddenly sprung out of her seat in surprise.

"What the? What is that thing?"

"Unknown ma'am," the pilot battle droid said. "It isn't one of ours and it matches no known ship profiles in our database."

"Look at the size of that thing! It must be at least ten thousand meters long. Try and open up communications with them," Sledge said.

"Roger roger."

* * *

On the bridge of the _Mandator II_-class star dreadnaught, in command of the massive Republic capital ship, was none other than Captain Disraeli.

Captain Disraeli had been through a lot since his defeat and retreat on Kile II near the beginning of the Clone Wars. Things had started to get better and he had the unique opportunity to ditch command of the Acclamator assault ship _Universal Justice_ and take command of the _Solar Pyre_. The _Solar Pyre_ was a _Mandator II_-class star dreadnaught, a massive new warship developed by Kuat Drive Yards for the Galactic Republic.

Another positive aspect, other than the fact that the warship was the largest constructed by the Republic so far, was the fact that it was crewed almost entirely by non-clone personnel. Disraeli had never liked the clones, he found them to be ineffective pilots and overall creepy to deal with. On the _Solar Pyre_, the Jango clones only filled positions as foot soldiers and pilots; all other roles were filled by birth-born recruits.

"Captain, we are supposed to rendezvous with the rest of the fleet in the Hikil system," an officer said.

"The Hikil system is hardly friendly to the Republic. We might as well have been assigned to meet in the Korseg system." The Korseg system was of course openly aligned with the Confederacy.

"But the rest of the fleet will be in the Hikil system, sir."

"And we're ahead of schedule. This planet will offer no resistance to us. We can send a team down to get our donuts and go." Captain Disraeli was on a mission to test the _Solar Pyre_ by bombarding the planet Felacat into dust. The Felacatians had the potential to be dangerous enemies of the Republic and thus their homeworld was slated for orbital bombardment. The _Solar Pyre_ was supposed to meet up with a Republic fleet in the Hikil system before moving on to the Felacat system. Though Captain Disraeli took his ship on a detour to Zorva first. He had recently heard about a new food called donuts that were sweeping through the Confederacy. Disraeli had also heard that Zorva hosted a somewhat famous donut shop. There wasn't much else the obscure planet was famous for.

"Sir, there is a Separatist frigate orbiting the planet," a crewman interrupted the two officers.

"What? How could they have known we were coming? This planet isn't important enough to warrant its own defense fleet," Disraeli snapped.

"It could just be coincidence sir. There's only one ship."

"Fire! Destroy that thing. We can't let it warn others. I will not let our sneak attack be compromised because we randomly ran into a single Separatist frigate."

"Yes sir."

* * *

"They're not responding," a pilot droid said.

"Only the Republic could fund a ship of that size," Sledge was thinking aloud. "Bring up the shields, now!"

"Raising shields!" the pilot droid was half drowned out by the sounds of laser fire hitting the _Kuzack_ just as the shields were up.

The Banking Clan frigate rocked violently as it withstood the initial salvo of laser fire from the Mandator II dreadnaught.

The various pilot droids that made up the bridge crew starting giving Sledge a string of readouts on the situation.

"Shields holding at fifty percent."

"One of our hypermatter annihilation reactors is offline."

"Fires on decks two, three, and five."

"Deploying firefighter teams to affected locations."

The _Kuzack_ lurched forward and around the right side of the massive ship, trying to make a break for it.

A second volley of lasers hit the _Kuzack_ as it passed by the Mandator II dreadnaught.

"We've lost long range communications and sensors."

"All twin turbolaser cannons are offline."

"They've hit the main power converters. We can't go into hyperspace."

"Launch all fighter squadrons," Sledge commanded.

Sledge paused for but the briefest of moments. "Rotate the ship thirty degrees to port." Sledge had sent the _Kuzack_ slowly turned back towards the planet and the massive Mandator. "I want everyone to get to the escape pods or the transports. I am ordering a full evacuation. Tell the firefighter teams to leave the fires."

The warning sirens calling for full evacuation were sent blaring throughout the entire ship.

"Abandon ship. Abandon ship. Abandon ship," a droid's voice was heard throughout the _Kuzack_'s intercom system.

"That means all of you too, go!" Sledge yelled at the bridge crew.

One of the pilot droids stopped in the doorway from the bridge and turned around. "Captain, aren't you coming?"

"No. I'm going to stay and take care of the ship. Now get to hurry up and get to the escape pods dammit!"

"Roger roger." The battle droid turned and left as he was ordered.

The _Kuzack_'s crew were all rushing to either the various escape pods or the hanger where the shuttles and transports were stored.

"Go go go!" a command droid waved droid and human crewmembers into an escape pod.

Larger droids like dwarf spider droids and crab droids had to take the Neimoidian transports parked in the hangar.

The Mandator II unleashed two squadrons of V-19 Torrent fighters, but they were far outnumbered by the CIS fighters fleeing the _Kuzack_. Captain Disraeli didn't really care if the Torrent fighters survived or not, he didn't care about the lives of the clone pilots. They clones were all expendable from Disraeli's perspective. If clones died in large numbers, then the factories on Kamino would just provide more.

The _Kuzack_'s escape pods started ejecting and headed back towards Zorva. Sheathipede shuttles, type B escort shuttles and Neimoidian transports left the hangar and fled towards the planet along with the escape pods.

Sledge contacted one of the _Kuzack_'s Scarab squadrons. "Blue Leader, do you read me?"

"Yes, Captain Sledge. What are your orders?"

"I want you and Blue Squadron to turn around and get to Felacat. You have to warn the 8th Fleet about that thing."

"Roger roger. Complying with your orders." The squadron of gray and blue colored Scarabs broke from the battle and was soon fleeing into hyperspace. The other fighters stayed and protected the transports and escape pods from the V-19 Torrent fighters.

"I am not losing my crew!" Sledge had turned the _Kuzack_ fully around to where it was pointing directly at the planet and the gigantic capital ship. She planned on providing a distraction to allow the escape pods and transports to pass down to the planet below. Sledge gunned the engines.

* * *

"They're moving into attack position," one of the Republic officers on the bridge of the _Solar Pyre_ noticed.

"Shields up," Disraeli commanded. A crew operator effortlessly flipped a switch that brought up the ship's shielding.

The _Solar Pyre_ continued to hit the _Kuzack_ with laser fire, but the Munificent star frigate continued to barrel down at the Mandator II.

"They're not moving to attack, they're gonna ram us!" an officer yelped.

"They're heading straight for the bridge!" another officer said.

"Intensify all batteries, I don't want that ship getting through," Disraeli commanded.

Though its shields were long gone, the _Kuzack_ continued to withstand the merciless beating the _Solar Pyre_ was dishing out.

The burning Munificent star frigate continued to grow larger in the viewports of the _Solar Pyre_'s bridge.

"Intensify forward firepower! Blast that ship into star dust!" Disraeli half screamed.

Disraeli's face was coated in a thick and sudden stream of sweat as the Separatist warship screeched ever closer to the bridge.

The _Kuzack_ broke apart at the last possible second; the large pieces of the ship missed the Mandator completely and fell towards the planet.

Disraeli let out a sigh of relief before barking orders to his crew. "We depart for Felacat immediately."

"What about our fighters? They're being overwhelmed by the droids."

"Leave them. We don't have time. We have to get to Felacat before anything else goes wrong."

"What about meeting the fleet in the Hikil system?"

"What part of 'we don't have time' do you not understand?" Disraeli snapped at one of his subordinate officers.

* * *

When Blue Squadron arrived at Felacat and informed the others, the exact threat to the planet and its people was made crystal clear. The Republic would never win in a ground war with the Felacatians, it was clear that they intended to use the massive capital ship to bombard Felacat from orbit.

"Have you started an evacuation?" Commander EEK-176 asked King Prrt. OOM-9 had sent EEK-176 down to the planet in order to effectively communicate plans with Felacat's leadership.

"No. There are billions of Felacatians. We don't have enough ships. We mostly get small trading ships to our planet. I assume your warships are filled with battle droids. Even if we had the ships we wouldn't be able to go anywhere. Hyperspace would not be an option for ships carrying thousands upon thousands of Felacatians."

"What other options are there?" the command battle droid asked.

"We are not stupid. An orbital bombardment could spell doom for our race. There are underground shelters, but they can only hold a few million. But surviving the actual attack won't help us if they kill the planet's ecosystem."

"What about defenses?"

"We have a few anti-orbital cannons, but I doubt they'll stop a ship the size your squadron described," King Prrt said.

"Or they won't stop it before it does serious damage to our planet," King Prrt's daughter, Miaria Prrt, added.

"We leave our defense up to you," the king said.

"Right right. Evacuate as many of your people as you can to the shelters," EEK-176 said. "We'll deal with that Republic ship."

* * *

In orbit, the Separatists were trying to figure out a way to stop the gigantic warship without sustaining massive casualties to the 8th Fleet. Major Katen was already on a rampage from the thought that her friend Sledge had been killed. She was ready to take on the entire Republic Navy on her own.

"General, I have an idea," KJZ-8267 stepped forward.

"What is it Lieutenant?" OOM-9 asked.

"What if we board the ship and take control of it?"

"We would likely lose our fleet in the process. It would take a lot to capture a ship that size," OOM-8 stated the obvious.

"Just the command bridge. The larger Republic ships are mostly all designed around a similar pattern. We could easily find the bridge, even if it's a new ship we haven't encountered before. I say we take a few fighter squadrons and Droch boarding craft and take control of the ship before it even reaches the fleet. Then the boarding party will set the ship to jump to hyperspace into the system's star," KJZ-8267 explained.

"Your proposal is risky," Dr. Quartz said. "But I can't think of a better plan. I need more time."

"We don't have any time," KJZ-8267 countered.

"I think it's an excellent plan," OOM-8 said.

"I concur," OOM-9 agreed. The Separatists didn't have a lot of options and KJZ-8267's was by far the best they had heard.

* * *

After the Separatists' plan of action had been finalized, the _Mandator II_-class star dreadnaught exited hyperspace. The ship had come out of hyperspace far from the planet, the result of a quick jump. Captain Disraeli had insisted on speed over precision. The 8th Fleet and Felacat's local defense cruisers were already in defensive positions around Felacat.

"Alert," a droid crewman on the bridge of the _Scrapyard_ warned OOM-9 and OOM-8. "A large capital ship has exited out of hyperspace."

"The CCC predicts the vessel will be in firing range of the 8th Fleet in eighteen minutes," another droid said.

OOM-8 looked to OOM-9, who gave a nod to begin the operation.

"Launch the attack group," OOM-8 commanded.

Squadrons containing various fighters and bombers left the 8th Fleet for the Mandator II dreadnaught.

"Squadron leaders, report in," OOM-9 transmitted.

"Black Leader, standing by," Commander Zako was the first to answer.

"Bronze Leader, standing by," Lieutenant KJZ-8267 was second.

"Silver Leader, standing by," Major Katen was next.

"Red Leader, standing by," Captain SSA-719 reported.

"_Gold Leader, standing by_," a Vulture droid starfighter beeped in his droid language.

"Blue Leader, standing by." Blue Squadron had wanted to participate in the attack to get revenge for their home ship, the _Kuzack_.

"We're nearly at the ship, lock into attack configurations," Zako ordered. The order was really only meant for the Scarab starfighters and Vulture droids, the only ships of the group that could configure between combat and non-combat flight mode.

"Black and Silver squadrons are going in first. We're going to cut across the surface and draw their fire," Zako said. "Bronze Squadron, be ready to hit them with your bombs. Go for the anti-starfighter cannons when you can."

"Roger that," KJZ-8267 responded.

Scarab fighters and Mankvim-814 interceptors flew over the large Mandator II dreadnaught. The capital ship's turbolasers and anti-starfighter cannons targeted them first, just as the Separatists wanted. As the CIS ships flew by, the turrets continued to try to track their movements, leaving the turrets vulnerable to assault by the E-STAP droid starbombers came up after the Mankvim-814s and Scarabs. The bombing run was successful and several anti-starfighter turrets were destroyed.

Katen was being particularly aggressive. Even though her squadron was supposed to be a distraction, she still took several shots at the dreadnaught with her interceptor. Katen even managed to destroy an anti-starfighter cannon.

"Katen! Pull up!" SSA-719 exclaimed when he saw that her Mankvim interceptor was getting too close to the hull of the dreadnaught. Katen pulled away.

"Are you alright?" SSA-719 asked.

"I'm fine!"

* * *

Combat sirens blared aboard the _Solar Pyre_.

"Captain, the capital ships aren't moving to attack. They're sending fighters and bombers instead. They're so small they're evading our turbolasers and they're purposefully targeting our anti-starfighter cannons."

"We'll have to destroy them ship to ship. Get the pilots to their fighters," Disraeli said.

"Right away, sir."

* * *

"All squadrons," OOM-8 transmitted from the _Scrapyard_. "We've picked up a new group of signals originating from the capital ship. You have enemy fighters coming to intercept you."

"My sensors read negative," SSA-719 said.

"Watch your visuals," Zako said. "Here they come."

Sure enough, several squadrons of V-19 Torrent fighters rushed out to meet the Confederate aircraft.

"_Found them_!" Gold Leader beeped. Several of the Vulture droids from Gold Squadron were able to score a few early kills on the Torrent fighters before everyone completely broke formation.

"I've picked one up!" Zako said. The Torrent fighter started shooting at his Scarab.

"If you've picked one up, watch it!" Katen yelled.

"I can't see him!" Zako replied.

"Hang on," Katen was able to flip around past a potential Torrent opponent and blast away Zako's pursuer.

"Thanks Ashley."

The Torrent Katen had passed had also made a sharp turn and was now tailing the major.

"Now I got one on me," Katen growled.

The Torrent fired and scored a light hit on the Katen's interceptor.

"I'm hit. My shield absorbed it but I'm in trouble over here!"

"Hang on, Katen," KJZ-8267 said.

"He's on my ass tight, I can't shake em!" Katen drove her fighter this way and that, but no matter what she did she couldn't lose the V-19 Torrent fighter. A steady stream of blue blaster fire almost made contact with her ship.

"Blast it Karl, where are you?"

The clone pilot chasing Katen was so focused on tailing his prey that he didn't even notice the E-STAP droid starbomber come right at him. Katen pulled sharply to the right and KJZ-8267 blasted the Torrent fighter and flew right through the resulting explosion.

"Thanks, KJZ-8267. At least I can count on someone around here."

"Boarding group one is approaching the ship," SSA-719 reported.

A trio of Droch boarding craft carrying super battle droids started the approach to the _Solar Pyre_. The trio was able to get past the capital ship's turbolasers and anti-starfighter cannons. Though a passing Torrent starfighter was able to blast one of the Droch craft into dust.

SSA-719 swung around to blast the fighter, the security droid's Scarab was able to graze the Torrent, sending it into a tailspin that sent the Republic fighter careening right into the remaining two boarding ships as they passed. One Droch ship was destroyed by the impact, while the other was knocked off course and then destroyed by the _Solar Pyre_'s turbolasers.

"We're losing boarding craft, keep them guarded," KJZ-8267 said.

* * *

"We've analyzed their attack sir," an officer approached Disraeli. "They're trying to send boarding craft right to our command bridge."

"I don't trust those clone pilots. I will handle this myself," Captain Disraeli turned and left the bridge.

The other officers on the bridge didn't know quite what to make of Disraeli's decision to join in on the battle personally, but none of them uttered a word of protest as their captain left.

* * *

"There's a lot of anti-starfighter fire still coming from the port side of the ship," SSA-719 warned.

"We'll take care of it," KJZ-8267 and his E-STAP bomber squadron formed up.

"_We'll cut across first_," Gold Leader said.

The Torrent fighters were starting to wear thin. The _Solar Pyre_ set loose another three squadrons right before Disraeli took off in a yellow BTL-B Y-wing.

"Stay in attack formation," Disraeli told his two V-19 Torrent wingmen. Disraeli had chosen two non-clone pilots to be his wingmen. The gunner on his Y-wing was also birth-born.

"Yes sir," one of the wingmen answered.

The various Separatist fighters were doing well against the V-19 Torrent starfighters. Disraeli kept his small group away from the main fight; he was waiting specifically for the Droch boarding craft to approach.

Two more Droch boarding craft approached the _Solar Pyre_. These two were filled with BX droid commandos instead of B2 super battle droids.

"Two more Droch ships coming in," Commander Zako said. "Keep an eye out and intercept any enemy fighters."

One V-19 Torrent tried to pull away from the main fight toward the pair of Droch ships, but was shot to smithereens by a Vulture droid starfighter. A pair of V-19s chased after the Vulture to exact revenge, but were cut down by a trio of passing Mankvim interceptors.

The Droch craft started flying over the hull of the Mandator dreadnaught. The ships were fast and small enough that they easily whizzed by all turbolasers that tried to shoot them down. That's when Disraeli made his move. The CIS starfighters were too preoccupied to notice that the guns on the dreadnaught had ceased firing upon the two Droch boarding ships. Captain Disraeli and his wingmen had come up from behind.

"Tighten up formation," Disraeli ordered. The non-clone pilots were complete professionals. Disraeli far preferred their skills to the clone pilots. Though the clones were serving their purpose of keeping the Separatist starfighters busy.

Disraeli was calm and patient. The Republic officer hadn't personally flown a starfighter into a serious battle in a long time but his piloting skills hadn't waned any. Disraeli's Y-wing closed and locked in onto one of the Droch craft. As soon as his shot was assured by the targeting computer, Disraeli let the blue blaster bolts fly. The boarding craft was destroyed but Disraeli had caught the attention of the CIS flyers.

A Vulture droid cut down from the upper left, but the two Torrent wingmen didn't budge from formation. Disraeli's gunner shot down the attacking droid fighter with the utmost precision.

The remaining Droch ship was getting closer to the _Solar Pyre_'s command bridge. But before the boarding craft could make it, one of Disraeli's wingmen was able to blast it to pieces. A few BX droid commandos were thrown from the explosion and could be seen drifting in space.

"Blast it," Katen growled as she tried to go after the group led by the Y-wing. Before she could reach them she was blocked by a pair of Torrent fighters.

The _Solar Pyre_ launched another two V-19 Torrent squadrons from its hangar bays to replace the ones that had been lost in the fight so far.

* * *

"Estimated time to firing range, five minutes," a pilot droid on the bridge of the _Scrapyard_ announced.

OOM-9 and OOM-8 exchanged glances. The battle wasn't going well. The attack group had one _Droch_-class boarding craft left. If they lost that last boarding craft, then their mission would fail and the 8th Fleet would have to take over the fight. That meant casualties, large casualties.

"General," a pilot droid suddenly said.

"What?" OOM-9 asked.

"A single ship has suddenly left the one of the hangars."

OOM-8 noticed that Dr. Quartz had disappeared from the bridge of the _Scrapyard_. For how long the Skakoan scientist had gone missing, the command droid didn't know.

* * *

"We have one boarding craft left, we lose that and we're finished," KJZ-8267 completed another successful bombing run on the _Solar Pyre_'s turrets.

"We won't," Katen blasted a Torrent fighter.

A Scarab blasted a Torrent, causing it to veer off into another of the Republic fighters.

"Nice shot, Blue Two," KJZ-8267 complimented.

"We request a dedicated escort," Commander KLO-657 transmitted from the final Droch ship. The last boarding ship carried a squad of Z1 special ops battle droids. If the last boarding ship was vanquished, not only would the 8th Fleet have to fight the Mandator II, but also a lot of expensive Z1 droids would be lost.

"I'll take care of this myself," Commander Zako stated.

"Copy, Black Leader," Black Two said.

Commander Zako pulled his Scarab up behind the Droch boarding ship. The pair had no trouble from the _Solar Pyre_'s turbolasers.

"The turrets have ceased firing," SSA-719 warned. "Watch for those fighters."

"I see them," Blue Leader reported. "They're coming in from behind again."

"Roger that," Zako acknowledged.

Disraeli's Y-wing and the two Torrent fighters at its sides closed in on the Scarab trailing the Droch ship.

"I'll take them myself, cover me," Disraeli commanded.

"Yes sir," one of the non-clone pilots answered.

"Hey, I need someone to come get these guys off me," Zako said.

All the CIS fighters were preoccupied with the V-19 Torrent fighters.

The Droch ship didn't have time for maneuvers, it was making a straight line for the command bridge. Time was running out before the Mandator II made contact with the 8th Fleet. Zako kept his Scarab weaving left to right, moving just enough so that the fighters behind him couldn't lock on to his fighter.

Slightly aggravated, Disraeli opened fire, hoping the shots would bypass the Scarab and hit the boarding craft. But as soon as the Y-wing attacked, the Scarab had purposefully moved right behind the Droch ship and absorbed the hits.

Disraeli stopped his attack and Zako went back to weaving back and forth, the break in the attack allowing his shields to fully regenerate.

"I could use some help," Commander Zako called out to his allied fighters.

"This one is skilled. That is no droid pilot," Disraeli said. The Republic captain fired again, with the same outcome.

The Y-wing's gunner kept away a pair of Vulture droids that came to assist the Scarab.

Disraeli watched his targeting computer. He was determined to kill that pilot and then finish the small boarding ship. As soon as the computer confirmed a lock, Disraeli fired a proton torpedo.

The torpedo hit the Scarab dead on.

"I've lost my shields!" Zako wailed.

The BTL-B Y-wing's bubble turret continued to keep all CIS fighters at bay.

"Where's my cover?" Zako sounded extremely stressed. Beads of sweat trickled down his face. Zako kept the Scarab weaving back and forth, but another hit like the previous one would spell his doom.

"Can't anyone get to him?" Katen asked. She was busy trying to shake off a Torrent fighter.

"I'm trying," KJZ-8267 blasted through four enemy fighters. But the pilot droid's E-STAP bomber wasn't close to Zako's Scarab.

"Where the hell are you guys?" Zako demanded.

"Stay with us, Zako," KLO-657 said.

"Don't worry, Commander. I'm not leaving you."

The Scarab kept weaving but the Y-wing seemed smart and sure of itself. Disraeli kept his cool and waited for the right moment to strike again.

"Wait….wait," Zako panicked as the systems on his Scarab started to fail.

"I have you now," Disraeli declared.

Suddenly a stream of red laser fire came pouring in from the side. Disraeli's right wingman was destroyed and his Y-wing suffered a score of hits.

"What?" Disraeli looked up at his attacker.

A black Belbullab-22 fighter came zooming down from above and to the side. The CIS fighters could hear a transmission of a Skakoan pressure suit vocalizer autocorrecting.

"Look out," Disraeli's remaining wingman warned before the Belbullab fired again. The Y-wing smashed into the Torrent fighter and both spun out of control. The Torrent fighter smashed onto the hull of the Mandator II dreadnaught while the Y-wing spiraled off into open space.

"You're all clear," Dr. Quartz said.

The Droch boarding ship pierced the command bridge. Z1 special ops battle droids started pouring out onto the deck. There were only four armed clone troopers standing guard on the bridge, none of which were a match for the special ops droids. KLO-657 and his elite troops were quick to kill the clones and the rest of the bridge crew.

One of the Z1 droids ran and locked to doorway to the bridge. Then he planted a pair of HX2 mines in front of the door in case anyone broke through. The other special ops droids set about altering the course of the dreadnaught and downloading any information they could from the bridge's computers.

* * *

"The 8th Fleet is in firing range of the capital ship. The 8th Fleet is in firing range of the capital ship," a pilot droid aboard the _Scrapyard_ announced.

"Begin contingency operation," OOM-8 announced. Droids and organic crewmembers went about their various assigned duties.

Combat sirens aboard the capital ships of the 8th Fleet started to blare.

"No, wait," OOM-9 stopped OOM-8. "Just, wait."

* * *

The special ops droids had altered the ship's course, and were rushing back to the Droch ship. The last two Z1 battle droids used their immense strength and pushed the ship out of the hole it had created in the bridge. They then hopped in and the boarding ship took off, hurrying to get out of the way.

The crew of the _Solar Pyre_ had figured the Separatists had done something and were hurrying to try and re-enter the command bridge. A squad of clones forced the doors open, and was blown up by the mines planted on the floor.

The _Solar Pyre_ started to veer left, off from its previous course. Then the Mandator II dreadnaught jumped to hyperspace right into Felacat's star and was suddenly nothing more than a short small sizzle against the surface of the massive star.

Disraeli finally regained control of his Y-wing and fled into hyperspace away from the Felacat system as soon as he could. The remaining V-19 Torrent fighters were stranded, not having hyperdrives and no home ship to retreat to, they quickly surrendered.

A few minutes later the Republic fleet from the Hikil system showed up at Felacat. When they realized the Mandator II was gone, they quickly turned tail and fled from the 8th Fleet.

* * *

That night a grand celebration was set up at the royal gardens of the Felacatian palace. Felacatians, Separatist humans and battle droids celebrated. Overhead, the E-STAP droid starbombers that passed by released fireworks from their bomb bays. Felacatians danced and played music.

The clone pilots that had surrendered after the _Solar Pyre_ had been destroyed were released to Felacat's general populace. The CIS made sure every Felacatian was aware that the Republic had planned to bomb them from orbit. The clone pilots were torn limb from limb by some of Felacat's civilians.

The party at the palace gardens was getting started when the tactical droid TH-1066 and B1 battle droid 3B3-888 entered the estate, with Sledge walking in between the two. Katen rushed up and hugged her friend. OOM-9 had sent the _Komusai_ to investigate Zorva and search for survivors.

TH-1066 moved to give his report to OOM-9. "General, our mission to Zorva was successful. All hands were able to evacuate the _Kuzack_ before destruction and have been retrieved. Captain Sledge attempted to sacrifice herself and her ship to in order to save the crew. The command bridge stayed intact when the _Kuzack_ was destroyed and then survived entry onto the planet."

"How is Captain Sledge?" OOM-9 asked.

"The medical droids report no major injuries. She sustained only superficial cuts and bruises," the tactical droid reported. "She is fit for combat duty."

"Good." OOM-9 liked Sledge and was glad she survived her ordeal. Though OOM-9 considered giving her a lecture about self-preservation later.

OOM-9 then moved to address KLO-657, who was now approaching.

"As you know, my droids were able to extract some data from the computers before altering the ship's course," the Z1 command droid started. "We were able to obtain partial schematics for the ship. This _Mandator II_-class star dreadnaught is a new vessel. Though the cost of it should prohibit the Republic from using them in large numbers."

"After what we did to that one, the Republic may scrap any future plans of using this ship class in the future," OOM-8 said.

The super battle droid 8EX came up and lifted Sledge into the air, giving her a bone-crushing hug. Katen gave KJZ-8267 a kiss on what could be considered the droid's cheek for saving her during the space battle. DSD-08 rocked back and forth, the dwarf spider droid's attempt at dancing. Zako and Quartz shook hands. Miaria Prrt had convinced SSA-719 to dance with her. King Prrt was talking with EEK-176.

The war was far from over, and given the ship they had just faced, was growing more dangerous than ever. Though tonight the Separatists celebrated.

* * *

**Author's Note:** The Mandator II star dreadnaught is mentioned in the Revenge of the Sith: Incredible Cross-Sections, but has never made an actual appearance in Star Wars as far as I know.

Miaria Prrt and the planet Felacat first appeared in the comic Bad Business that appears in Star Wars Tales 8.


	34. Reclaiming Raxus Prime

**Chapter 34: Reclaiming Raxus Prime**

The Confederacy had been paid for the error-free defense of Felacat. Two new capital ships were brought into the 8th Fleet. The _Shadow Claw_ was a _Munificent_-class star frigate sent specifically to replace the _Kuzack_. The _Karajor_ was a _Providence_-class carrier/destroyer and the new flagship of the 8th Fleet. Though they were originally produced and paid for in the Zalost system, the taxpayers of the Zalost system were reimbursed by the Felacatians. OOM-9 had assigned Melissa Sledge to be the new captain of the _Karajor_.

After the 8th Fleet received the new capital ships, the Separatist leadership tasked OOM-9 with reclaiming Raxus Prime in the name of the Confederacy. The Republic had taken Raxus Prime early in the war, during the Dark Reaper campaign. The Confederacy never had a large presence on the planet when they controlled it, and the Republic held onto the junkyard world with even less authority. The Republic holding Raxus Prime started to look like an insult to the Confederacy, and who better to send than someone who had been there before?

OOM-9 decided not to go charging in with the entirety of the 8th Fleet, not immediately anyway. The droid general sent a handful of Sheathipede type B escort shuttles to clandestinely land on the planet and scout the movements of the Republic. OOM-9 did not want to damage the junkyard planet with a large firefight; there might be more deactivated battle droids amongst the wreckage that could be saved. A reasonable belief, since OOM-9 and several of his companions had been rescued from the junkyards of Raxus Prime a decade ago. And there was always the possibility that there may be other unknown old gems hidden amongst all the junk. OOM-9, EEK-176, OOM-8 and all the other battle droids knew that one day the war would be over and there wouldn't be much for the droid army to do. There might be occasional battles but nothing as big or fun as the Clone Wars. One of the things that the battle droids planned to do with their future free time was to pick through the junkyards of Raxus Prime to see what they could find. But the droids wouldn't be able to do that if they destroyed everything in a grand battle.

* * *

The type B escort shuttles were able to land undetected, though it was more difficult than they had originally predicted it would be. All the scrap and debris in and orbiting the planet severely hindered sensors but traffic to and from Raxus Prime had slowed considerably since the Republic took over the planet and it was hard to slip the Confederate shuttles in with the civilian ones. But the droids were able to pull it off, and now had a small force of infantry under the command of EEK-176 on the surface of the toxic planet. The team consisted mostly of B1, security and pilot battle droids. Two Z1 special ops battle droids, Z-3 and Z-4, had been taken along as well. The dwarf spider droid DSD-08 and Z1 dwarf spider droid ZSD-2 were also part of the group.

"It's been awhile," Sergeant 3B3-888 said as he looked around at his surroundings. There were various types of ships, vehicles, droids, and weapons everywhere. The B1 battle droid could only begin to guess where the origins of all the junk had come from.

"I'm surprised we weren't deployed here sooner," Captain SSA-719 said.

"I wonder why the Republic bothered to hold a grip on this planet. Our sources say they aren't using it for resources," Commander EEK-176 said.

"If anything, they'll hold this planet just to keep it away from us," SSA-719 replied. "The Republic is relentless."

"It will prove to be their undoing. They're stretching themselves too thin. Soon enough we will be able to break through their offensive campaigns and smash their defenses," EEK-176 confidently stated.

It was dusk when the shuttles landed. As the droids began their scouting assignment it soon turned to night. Whether it was day or night, the droids could get around Raxus Prime just fine.

* * *

As the night dragged on, the battle droids found no hint of Republic activity. The battle droids had arrived at the old excavation site where the Force Harvester had been uncovered several months ago.

"There's nothing but scrap," 3B3-888 said. There were bits and pieces of homing spider droids, AATs, GATs, HAGs, AT-TEs, AT-XTs, and IFT-X fighter tanks scattered about the area.

"The Republic even trashed the excavator crane," SSA-719 observed.

DSD-08 and ZSD-2 picked up movement and alerted the B-series battle droids. The droids were already ready for combat; they had been waiting for a chance to fight for quite some time.

"Hold your attacks," EEK-176 held up his hand to stop his troops before they could even start. "They're friends." Being a command droid, EEK-176's antenna was more powerful than the others' in identifying allies and enemies, thus enabling him to recognize the nature to the newcomers before the other droids could.

A pair of red B1 battle droids appeared out from behind some debris. "Are you reinforcements?" one of the red B1 droids asked.

"Affirmative," EEK-176 answered. "Are there others?"

"Yes sir, we'll take you to them," the other red B1 answered.

The trip wasn't far, but going on foot through the scrap of Raxus Prime meant that it took the battle droids several hours to get to the battle droids' holdout base.

It was dawn when the battle droids arrived at the southern end of the base, if it could be called a base. The entire setup revolved around a small command center. There was a troop center for droid repairs seen a little further north. There were four sides of Trade Federation light walls encasing the troop and command centers in a diamond shape, though there were plenty of gaps where the walls had been destroyed. There were also several Trade Federation sentry posts beyond the walls, to alert the base about any incoming attack. For attack, the base sported a few BR-1 repeaters and a single Raxus Prime tower turret. The inhabitants of the base were comprised of B1 battle droids, B2 super battle droids, droidekas, dwarf spider droids, PK worker droids, and OX9 worker droids all under the leadership of a single red command battle droid.

The lightest of rainfalls started to come down as EEK-176 and his squad were taken to the command droid. It was a good thing EEK-176's squad didn't need any supplies or ammo; the abandoned CIS droids had none to spare.

"You're arrival is greatly delayed. We sent out the distress signal for reinforcements months ago," the command battle droid explained.

"Count Dooku countermanded the distress signal. When he left Raxus Prime no one was sent to reclaim it," EEK-176 explained. "The war demanded the Confederacy's efforts elsewhere."

"You've come now. Does that mean…"

"Negative," EEK-176 answered. "The war still continues. But we have been successful enough that we can finally come to the aid of Raxus Prime. You have not been forgotten."

"It would appear so," the red droid said. "The junkyards of Raxus Prime keep us perpetually blocked off from the network. Are there more of you?"

"We are merely a scouting group. But we will have an entire army arriving soon. Raxus Prime will be reclaimed in the name of the Confederacy in the upcoming battle. If you have information on the locations of the Republic it will help make the fight that much easier."

"It is not the clones that we have been fighting," the command droid answered.

"Then who?" EEK-176 was confused.

"The junkyard droids," the command droid answered. "They view us and the Republic's clones as adversaries."

"Why are they attacking?" EEK-176 asked.

"We do not know. Only after we were defeated by the Republic did they start to attack us. I have done my best to observe the movements of the clones and rebuild the battle droids we lost in the battle but the junk droids have steadily been keeping us on the defensive."

EEK-176 knew the junk droids being referred to were Raxus Prime's master-less droids that had cobbled themselves from countless discard droids and roamed the wastelands of the world. Some of the more violent junk droids had historically made attacks against the planet's small civilian population. But the junk droids shouldn't have been able to make concerted assaults against CIS battle droids. EEK-176 suspected something abnormal was going on with the junkyard droids. Someone skilled had to have been leading the junk droids for them to be such a dangerous nuisance.

"Are you capable of off world communications?" EEK-176 asked.

"Negative. It would be difficult with all the debris anyway. When is the fleet scheduled to arrive?"

"It won't be for several more hours," EEK-176 explained.

The battle droids' conversation was suddenly interrupted when the sentry posts wirelessly warned them of non-Separatist droids approaching the area.

"We're under attack," a B2 battle droid said.

All Separatist battle droids moved to defend the base while the worker droids retreated to the command center.

"Turn them into scrap!" EEK-176 told his soldiers.

It was impossible to tell the make of or model of the enemy droids. So many of them were cobbled together from so many different parts. Some of the components of the junk droids clearly weren't designed to work together. Many of the junk droids were clearly not originally meant for combat duty. It was hard to tell how some of the droids were able to walk, let alone fire a blaster. It almost looked as if the CIS droids were under attack from an abstract painting.

The one thing the junk droids had in their favor was numbers. From the information provided by the sentry posts, there were at least fifty-two of the enemy droids. Though the junk droids' numbers were depleting quickly.

After the battle was over, EEK-176 turned back to the other command droid. "Do you know where they're coming from?"

"We have a few possible locations."

"Give me a few of your troops to show us the way. We will deal with these junk droids. When our army gets here, then we'll attack with the clones."

"Roger roger."

"Z-3 and Z-4. You're staying here at the base. Protect it."

"Roger roger," Z-3 answered. The special ops droids would be great in the upcoming attack, but EEK-176 didn't want to lose the base. The battle droids abandoned on Raxus Prime had lasted for months, and EEK-176 didn't want to risk losing them now. Even if they were to be wiped out in an attack, it would be a simple matter of repairing them though.

* * *

The first three locations the CIS attack group tried turned out not to be the base of operations of the junk droids, though they did encounter small squads of the opposition. The Separatist battle droids were easily able to wipe out their numerically inferior foes.

"We're running out of time, the 8th Fleet will be here soon," 3B3-888 said. The 8th Fleet was scheduled to arrive at a designated time, whether Commander EEK-176's group reported in or not beforehand. OOM-9 knew it was unlikely for EEK-176 to report in anyway, given how often the debris of the planet messed with communications. EEK-176 would likely have to take his shuttles and leave the planet to send a clear transmission, and that was something his team no longer had time for.

The fourth area the CIS attack group searched turned out to host a large number of the violent junkyard droids. Though they didn't know it, the Separatist droids fought their opponents on the hull of a half-buried, ancient _Centurion_-class battlecruiser.

The fight was clearly one-sided in favor of the CIS. The junkyard droids didn't have any weaponry strong enough to damage the armor of the dwarf spider droids or the shields of the droidekas. EEK-176 exploited the advantage by ordering the spiders and droidekas to the front of the Separatist attack group.

The junk droids started to retreat but most didn't have the speed to escape EEK-176's battle droids. The Confederate droids continued their chase, only to be fired upon by laser turrets. The junk droids had led the battle droids into a trap. Unfortunately, the laser turrets still weren't able to destroy the dwarf spider droids or the destroyer droids.

The turrets were destroyed and the fight continued off the rusty hull of the Centurion cruiser. The battle droids pushed the junk droids back into what looked to be a droid-made cavern in the side of a large mountain of scrap.

"Careful, they might be trying to lead us into another trap," SSA-719 warned.

"I don't think so," 3B3-888 said. "They seem pretty desperate this time."

"They've always seemed desperate," SSA-719 replied as he fired his E-5 blaster rifle, destroying an armed 3PO protocol droid. The junk droids were becoming more frantic, though their combat effectiveness didn't increase.

* * *

The 8th Fleet had exited out of hyperspace in front of Raxus Prime. The Separatist fleet made no attempt to hide their arrival. No anti-orbital cannon could accurately shoot through all the debris surrounding Raxus Prime and hit the CIS capital ships. OOM-9 and his top officers doubted that the Republic had even set up any anti-orbital cannons on the planet's surface anyway.

Like clockwork, various classes of CIS transports left the large capital ships and descended down towards the junkyard world. Hunter-seeker droids and Vulture droid starfighters went down to protect them. Not wanting to breathe in too much of Raxus Prime's toxic air, Major Katen led the starfighters from her Mankvim-814 interceptor. What was unusual was that the _Karajor_ and all the fleets Trade Federation freighters, super freighters and Hardcell transports followed them down to the surface.

Though the Separatists had yet to encounter Republic resistance, the descent down to the planet was more dangerous than usual. The transports had to carefully maneuver around several tons of floating scrap metal. Being the largest of the group, the _Karajor_ was much slower than the transports, but Sledge kept the cruiser on a course of descent anyway.

As the Confederate transports neared the surface of the world, they started picking up transmissions from the abandoned CIS forces. The abandoned Separatist droids provided OOM-9's army with their locations, as well as the locations of the Republic and the locations where EEK-176 had gone to fight the junkyard droids. The various transports altered their courses accordingly. OOM-9's large attack force went towards the Republic's reported location. Commander Z23-Y75's group went to pick up the abandoned CIS droids at their base. Commander TH-1066 went to support EEK-176's group in their mission to destroy the junk droids.

* * *

OOM-9's transports pulled in close to where the Republic's base was. The _Karajor_ had come along with them in case the Republic had any unpleasant surprises waiting. The Republic did indeed attack, but with a lot less firepower than OOM-9 was expecting. The Separatists were expecting SPHA-Ts and legions of anti-air tanks; instead they were harassed by two squadrons of gunship fighters. Katen and her squadrons of Vulture droid starfighters were more than enough to deal with the threat.

The transports landed and started unloading their troops and vehicles. The C-9979 landing craft let loose their predictable loads of speeder platforms, STAPs, AATs, GATs, PACs, and MTTs. Hordes of various kinds of battle droid infantry left the Neimoidian transports. The Trade Federation drop ships let go NR-N99 tank droids onto the surface of the world.

The vehicle armored carriers let loose giant dwarf spider droids. Giant dwarf spider droids were much larger than the standard DSD1 dwarf spider droids. The giant versions were classified as assault walkers and rivaled the OG-9 homing spider droids in terms of firepower and durability. The giant dwarf spider droids offered heavy firepower combined with precision, just what OOM-9 wanted for the battle. OOM-9 didn't want to destroy large swaths of the junkyards, which would had happened if he had sent in bio cannons and HAGs as he usually did.

OOM-9 led the attack from a red GAT and KJZ-8267 drove around in an old beige AST. The two droid leaders had both chosen repulsor vehicles with good mobility in order to quickly navigate around Raxus Prime's tricky terrain.

The Republic's answer was an army of AT-TEs and clone scout walkers supported by teams of IFT-X fighter tanks attacking the Separatist army from the sides.

The more mobile ground armored tanks (OOM-9's included among them) went back and forth intercepting the various attacks from the IFT-X fighter tanks while the giant dwarf spider droids and NR-N99 tank droids fought with the main force of AT-TEs. The AATs and clone scout walkers challenged each other when they weren't interrupted by others. The battle droid infantry hordes didn't have any clone troopers to fight and had to settle for assisting the vehicles in their fight. The infantry sized dwarf spider droids and crab droids ended up acting as wingmen for the larger spider droids.

In the sky, the gunship fighters were reinforced by LAAT/i gunships and V-19 Torrent fighters. The _Karajor_ released squadrons of Scarab fighters to assist the Vulture droids.

Commander Zako led the rightmost side of OOM-9's army, which consisted mostly of giant dwarf spider droids. The human commander piloted an AAT.

One of the large spider droids expertly shot down a LAAT/i gunship. The Republic craft crashed down onto one of the clone scout walkers that barred the Separatists' way.

"This is too easy. I have a bad feeling about this," Zako said.

"Roger roger," one of the commander's pilot droids inside the tank said.

Zako's bad feeling was almost immediately validated. From the right flank, hidden clone troopers began attacking the Separatists. Zako pulled his tank around to meet the clones, and ordered some of his B1 infantry to break off from the main group to deal with the clone ambush.

"Keep pushing forward as scheduled," Zako transmitted to the giant dwarf spider droids. "I'll deal with those clone infantry."

Faced with such an immediate response from the CIS, the clones started to fall back. Zako and his battle droids chased after them.

* * *

EEK-176's battle group had fought the junk droids through the scrap caverns. The winding tunnels eventually led upwards, where the Separatists came across areas that looked the makeshift war centers. The dwarf spider droids were the masters of the tunnels, nothing the junk droids had could harm them and the spiders simply stayed ahead of their allies to protect the more vulnerable B-series battle droids from enemy fire.

The fight led back outside to what appeared to be a makeshift landing platform jutting out from the side of the scrap mountain, though there was no shuttle for the junk droids to escape on. On the center of the platform was an antiquated DK-27 guardian droid. The rusty old droid principally functioned as a portable turret.

"What is that thing?" SSA-719 asked as he fired into it.

"Doesn't matter, it'll be scrap metal in a few seconds," 3B3-888 chucked a V-1 thermal detonator at the old droid.

The explosion knocked the DK-27 droid back, and the combined firepower from all the CIS droids brought it down. There was nothing left but smoldering scrap metal, but three figures walked through the smoke to meet the Separatist droids.

The centermost droid was a large, infantry-sized black sphere that hovered in the air. There was a single, bright red eye in the center of the northern hemisphere of the droid's body. There looked to be some sort of needle affixed to the left side of the droid.

The two droids that flanked the hovering one were short, quadrupedal battle droids that had two bludgeoning arms. The two droids looked like silver, insect-like droid attack dogs.

A panel on the bottom right of the black spherical droid extended, revealing a pair of integrated blasters. The black droid started firing, downing a pair of red B1 battle droids.

EEK-176 fired a shot and hit the spherical black droid right below its red eye. After the droid took the blow it disappeared into thin air.

"Where'd he go?" 3B3-888 was puzzled by what had just happened.

The two melee droids charged to attack. They reached a B2 super battle droid and were able to bludgeon him to pieces. The combined fire from B1s, B2s, droidekas, and dwarf spider droids scrapped the two silver droids.

The black droid dropped its cloaking system, revealing itself to be very close to EEK-176. Whether it was due to malfunction or to purposefully initiate an attack, EEK-176 didn't know. Nor did it matter to the command droid. EEK-176 fired a series of shots which all struck their target. It wasn't difficult considering it was a rather large and close target.

Both droids firing at each other, EEK-176 charged the other droid and gave it a smack with the butt of his E-5 blaster rifle. The large hovering droid crashed down to the ground and ceased to function.

A trio of Sheathipede shuttles came in and landed just as the fight had finished. The tactical droid TH-1066 and a team of marine battle droids exited from the shuttle on the right, he had come to offer assistance. Though now that the fight had ended none was needed.

"That droid right there," EEK-176 pointed at the deactivated black droid lying on the ground. "And those two." EEK-176 then pointed at the black droid's two silver bodyguards. "I want them all loaded up on the shuttles and taken up to the _Scrapyard_. One per shuttle, I don't want to give them any advantage if they decide to wake up."

The battle droids went about picking up the three junk droids and their fallen allies and loading them onto the shuttles.

"Why are we taking those junk droids?" 3B3-888 had sheathed his E-5 onto the side of his power backpack.

"There's something about those droids that's different. They're nothing like the other junk droids. They seem to have all their original parts. One of them had a working cloaking device. We'll worry about their unknown variables later. We have go and assist the others against the Republic."

"Roger roger," 3B3-888 nodded. The B1 battle droid sergeant was ready for more fighting.

* * *

"We're getting really close to the base, General. The _Karajor_ is taking hits from their defensive turrets but it's nothing the shields can't handle," Sledge reported as she sat comfortably in the command chair of the Trade Federation cruiser. "They have built their base around an excavation site. There is a large crane in the center of the whole area. They have a heavy wall that runs over the entire perimeter of the base."

"Destroy the walls," OOM-9 responded back to the human captain. "And the turrets. But leave the rest to us. I want to try and find out what they've been up to."

"Yes sir. Commencing bombardment in thirty seconds."

The heavy walls would have slowed OOM-9's ground forces considerably, but the _Karajor_ was able to demolish them quickly.

From his armored scout tank, KJZ-8267 led the STAPs and speeder platforms to quickly pour though the base. There were more clone infantry in the base, which made excellent targets for the recon vehicles.

OOM-9 and the GATs were next in followed by the NR-N99 tank droids and then the AATs and giant dwarf spider droids. The PACs and MTTs came up last, pausing to unleash their stored droid infantry.

Most of the Republic vehicles within the base were clone personal walkers and scout walkers. The best the GAR had to offer had already been sent out against the Separatists, though there were still a small number of IFT-X fighter tanks left.

For the briefest of moments, it seemed as if the Republic and Confederacy were tied in terms of skill and firepower. But then the moment of equality passed, and the CIS started to overwhelm the Republic. Some of the Vulture droids from the sky landed in the base in walking mode and joined in on the ground battle. That's when the large crane in the center of the base became active. It turned and came smashing down, trying to crush a GAT that just barely managed to get out of the way. The crane then went for a walking Vulture starfighter, but the droid converted back to flight mode and took off before the crane could get it.

The crane turned, this time tracking OOM-9's tank. The crane came down, and scooped up the GAT, reeling it into the air. The GAT was starting to be crushed. OOM-9 exited out of the tank's bottom hatch and magnetized himself to the crane. OOM-9 climbed up the chain, reached the upper sheave, and started walking down the latticed boom to the command cabin.

The clone lieutenant controlling the crane saw OOM-9 and tried to shake him off, but OOM-9's magnetic grip held him in place. OOM-9 made it to the cabin, only to have the clone open the door and try to shoot him. OOM-9 fired back, both the droid and the clone hit their target, but only the clone died.

OOM-9 then climbed into the cabin and assumed control of the excavation crane, turning it against the Republic's vehicles. None of the other clones had witnessed their crane being stolen, allowing OOM-9 to get the drop on several vehicles before the clones had figured out what had happened.

By the time some of the clone scout walkers had turned around and fired on the crane the battle was nearly over. EEK-176 and TH-1066 had arrived with more unneeded reinforcements. The giant dwarf spider droids had pretty much destroyed everything larger than an AT-RT that wasn't a building. The light rain had begun to subside.

* * *

Zako's tank and B1 battle droids continued to hunt the clone troopers. Zako wouldn't let them go, even though his group had strayed far from the rest of the droid army.

One of the clones had a PLX rocket launcher, and fired it at Zako's AAT. The commander didn't know why the clone hadn't used the rocket launcher before now. The clone fired again, disabling Zako's tank.

Zako and his crew of pilot battle droids left the tank through the rear hatch. The fight was taking place alongside the length of a half-buried _Hammerhead_-class cruiser. Zako recognized the ancient ship; he had majored in history back in university and remembered some of what he had learned. Before Zako turned to face the clones, he saw a deactivated old droid leaning against a pile of scrap that was near the cruiser. There was something about that droid Zako couldn't put his finger on. The bipedal droid seemed to be intact and almost looked to be a protocol droid. Zako remembered when OOM-9 and the others were deactivated on Raxus Prime. He remembered when they were lifeless husks lying around in all the scrap. Whatever it was about that droid that interested Zako, it would have to wait. He had some clones to kill.

With the AAT gone, the fight had turned around. Even though Zako's group had been the pursuers, the B1 battle droids under his command had taken a lot of casualties. The number of clones and battle droids were equal now.

Commander Zako should have pulled back, but he had too much faith in the abilities of the battle droids under his command. He had gotten used to the power of the Z1 special ops droids and the HouseKarls, but there were none present now. Still Zako trusted his B1 droids to handle the clones and joined them in the battle, even though he was only wearing his officer uniform and therefore very vulnerable.

The battle droids were falling at a faster rate than the clone troopers, but the problem was mitigated by Zako's own skill in killing the clones.

A clone unhooked his thermal detonator and threw it, destroying a pair of battle droids and sending shards of shrapnel everywhere.

A tiny shard of scrap sliced through the air, right into Zako's left eye. The commander let out a squeal of pain, failing around clutching at his face as his left eye oozed crimson tears. Zako couldn't see through the blood or concentrate through the pain. Zako fell to his knees, blaster bolts still flying across the area.

Both the battle droids and the clone troopers ignored Commander Zako as he crawled around on his hands and knees looking for where he had dropped his blaster.

The battle droids and clones continued to fight; their numbers steady declining. Until finally there was only a single B1 battle droid remaining. There was also one clone trooper left.

The final B1 battle droid and last surviving clone trooper both fired at the same time and each hit their target square in the chest. The two opposing soldiers both fell down to the ground at the exact same time. There were no soldiers left on the battlefield, Zako was alone.

* * *

Katen's Mankvim-814 interceptor had taken significant damage during the starfighter battle, forcing her to land her craft near the outskirts of what was left of the Republic's base.

Lieutenant KJZ-8267 and another pilot droid rode out to meet her.

"We have a problem. We've lost all connection with Zako's battle group," KJZ-8267 said after he pulled his AST over and got out to address the major. Katen climbed out of her fighter and her boots met the metal scrap that littered Raxus Prime's surface.

"He isn't with the others?" Katen asked.

"Negative. He took a small group and left the main attack force to chase after a group of clone infantry."

"It might just be a communications disruption. We are on Raxus Prime after all." Katen was confident that Zako and his droids could handle clone troopers on their own without much trouble.

"We lost contact with them in sector forty-eight. I say we better…" KJZ-8267 paused as he saw a pair of ARF troopers hiding on a hill of garbage. Katen turned to see what the two pilot droids were looking at.

The two clones realized they had been spotted and ran down the hill away from the Separatists.

KJZ-8267 and Katen had both assumed the worst: that the clones had overhead their conversation and now had the coordinates to where a CIS officer might be in trouble. They could capture him and use him as a hostage to secure their passage off the planet, or at least that's what KJZ-8267 thought their plan was.

"Get them," KJZ-8267 mounted his AST and went around the hill. The pilot droid saw the two clones get on a pair of 74-Z speeder bikes and take off.

Katen got on the other pilot droid's speeder platform and followed after KJZ-8267 and the two ARF troopers. With Katen having taken his speeder, the other pilot droid couldn't give chase and was left to report the situation to the rest of the droid army.

The 74-Z speeder bikes were much faster than KJZ-8267's AST. The pilot droid frantically tried to shoot them down before they got out of range. The Trade Federation speeder platform was much faster, and Katen was able to catch up to KJZ-8267 moderately quickly despite the pilot droid having a head start.

Katen fired her speeder's blaster cannon just to give the clones a scare. She was more concerned about watching her driving and catching up to them rather than shooting them down at the moment.

The 74-Z speeder bikes were going so fast they blew up small pieces of scrap and trash that flung back at their Separatist pursuers. Katen ground her teeth in frustration as she altered her steering so that she wasn't directly behind the two speeders. She hit the accelerator and steadily started to catch the two clone bikers.

KJZ-8267 was starting to fall behind. The pilot droid took a sharp left and disappeared from the chase. KJZ-8267 planned to take a shortcut, though he had no clue as to if it would work or not. He had to try something new, keeping the status quo in the current situation meant that he would inevitability be left behind.

Ashley Katen was much closer to the clones now. She pulled back behind them, pieces of dirt whizzing annoyingly past her face. She fired the speeder's cannon again, hitting one of the bikes. The 74-Z speeder bike didn't break apart; the rider didn't lose control, nothing. Katen fired again but the clone had swerved out of the way and decelerated back towards the Separatist officer.

Katen and the ARF trooper rode side by side. Katen purposefully smashed into the clone, trying to knock him off his bike. The ARF trooper was nearly knocked back into an ancient tank sticking out of the ground but was able to regain control and get back on course before he smashed into any obstacles.

The recon trooper responded by returning the favor and smashing into Katen. Katen's speeder was barely nudged at all and she purposefully bumped into the clone again.

The clone pulled out a DC-17 hand blaster and Katen drew her commando SE-14 blaster pistol. Both opponents shot at the same time, and both missed their marks. Both went back to watching their path for a moment to make sure they weren't about to crash into anything before they went back to trying to shoot each other.

KJZ-8267 suddenly reappeared, coming in on the left from above. The pilot droid had used an old crooked strip of ship hull as a ramp and now was neck and neck with the lead clone biker.

With one bump, KJZ-8267's AST sent the 74-Z speeder bike spinning into a jagged piece of what used to be some sort of ancient tank droid. Katen could feel the heat from the explosion on her face and hair.

KJZ-8267 pulled back and almost made the remaining clone biker drive right into him. A 74-Z speeder bike was no match for an armored scout tank when it came to physical collisions, and the ARF trooper was quick to turn his bike out of the way the pilot droid. Though this left the clone temporarily not paying attention to Katen. She took and opportunity to line up and shot and blast him in the arm. The clone fell from his bike and the vehicle traveled for a distance without its rider before smashing into some debris.

Katen and KJZ-8267 pulled around to make sure the clone that fell from his bike was dead. After confirming the clone was decreased, the pair went on to Zako's supposed location.

It had only taken ten more seconds for Katen and KJZ-8267 made it to Zako's last known location; they had barely killed the clones in time. "Zako, where are you?" Katen yelled.

"Any units, report in," KJZ-8267 requested.

"There's no one here," Katen said as she dismounted her speeder platform.

"No one still functioning," KJZ-8267 pointed out all the destroyed B1 battle droids and dead clone troopers.

They searched for Zako but couldn't find him. All they found was his officer's hat lying on the ground near his E-5 blaster rifle.

"What happened to him," Katen picked up the hat, holding it as if it were some sort of precious, irreplaceable gem.

"He shouldn't have gone too far, we'll find him," KJZ-8267 said.

* * *

**Author's Note:** The _Karajor_ is also the name of the Glorft flagship from the television show Megas XLR.

Raxus Prime appeared in the Star Wars: The Clone Wars video game and in The Force Unleashed.

The command center, troop center, light walls, and sentry posts that made up the abandoned battle droids' base are from Star Wars: Galactic Battlegrounds. The Raxus Prime tower turret is from the Star Wars: The Clone Wars video game.

The laser turrets the junk droids use are from the Battlefront series. They are the games' generic turrets found on multiple maps and are simply known as laser turrets in the game.

The DK-27 guardian droid appeared in the MMORPG Star Wars: The Old Republic.

The black spherical droid and its two bodyguards are canon Star Wars droids. I described them but I purposefully did not name them specifically.

The giant dwarf spider droid first appeared in the video game The Force Unleashed. Though the droid only appears as scrap on the planet Felucia. The damaged head and legs of a giant dwarf spider droid can be found. The regular sized remains of dwarf spider droids can also be found on Felucia. The remains of homing spider droids, hailfire droids, core ships, and clone trooper armor can also be found lying around Felucia.


	35. Battle of the Heroes

**Chapter 35: Battle of the Heroes **

"Where is he?" Commander EEK-176 demanded.

"_I don't know_!" the Jawa chieftain squeaked in his native tongue.

EEK-176 gave a hand signal and a pilot battle droid shot a Jawa hostage with an E-5 shotgun. Such close range with a shotgun left a bloody, disgusting mess of what a second before was a living being.

The new corpse was just one of many that littered the bloodstained ground. The other corpses were from Jawas that had initially tried to fight the battle droids when they first approached the settlement. But their makeshift weapons of plasma torches and excavation grenades were no match for the battle droids. Since some of the Jawas were so eager to fight, EEK-176 figured they had something to hide. The Jawas were much less eager for confrontation now, though they still hadn't given the droid commander any satisfactory answers to his questions.

The other Jawa hostages squirmed in their binders, but none of them dared to try and run. There were several red B1 battle droids armed with E-5 blaster rifles, watching and waiting for any of them to try and make a run for it. A squad of B2 super battle droids and mark IV recon droids were tearing apart the small settlement, searching for any sign of Commander Karl Zako. Dwarf spider droids and crab droids on the outskirts of the settlement stood watch in case any of the villagers who weren't EEK-176's hostages tried to escape the area.

"You're running out of followers, Chieftain. And I'm going to ask this again. Where is our human officer? We know your people kidnapped him!"

"_We didn't, we swear! I am being honest! There is nothing I can tell you. My village would never go anywhere near one of your battles_."

"I know you're a liar. This is an unlicensed salvage operation you're running here." EEK-176 gave the signal for another hostage to be executed. Another Jawa was turned into a pulpy mess by the pilot droid's shotgun. The droids could have used a regular E-5 blaster rifle or a SE-14 blaster pistol for the executions, but EEK-176 deliberately chose an E-5 shotgun because it left such a horrific mess of the victim. Though even such horrendous displays of violence and death didn't elicit an answer EEK-176 was hoping for. It was clear that the Jawa chieftain didn't really know anything.

"I grow tired of asking this, so it will be the last time. If I don't get an answer I like, you and your village die." What the Jawa chieftain didn't know was that EEK-176 planned to have his troops slaughter the entire settlement anyway. They were unlicensed parasites sucking away work from the few legitimate citizens of Raxus Prime. That, and EEK-176 couldn't allow any of them to survive to tell the tale of the droids' cruelty. OOM-9 wanted to keep a positive image of the Separatists on Raxus Prime. And while massacring unlicensed scavengers would get cheers from some, it would be frowned upon by others.

* * *

Despite thorough searching on behalf of the droid army, Commander Karl Zako was nowhere to be found on Raxus Prime. OOM-9's troops couldn't find him anywhere. The unlicensed scavengers the droid army hunted down hadn't provided them the CIS officer. The regular citizens of Raxus Prime hadn't seen Karl Zako either when the droids came and asked. The lingering junk droids the CIS destroyed didn't have the commander. The remaining clone forces being tracked down didn't have possession of Zako either. It seemed as if the human commander was no longer on Raxus Prime.

OOM-9 contacted the network of Separatist informants planted in Republic space and found that the Republic had not captured a Separatist officer by that name either. To OOM-9, this meant that Commander Zako had to have been acquired by a third party. The clone troops didn't have him, and no Republic ships had been able to escape off of Raxus Prime.

The droid general continued to send his troops to scour the few civilian settlements that dotted Raxus Prime's junky landscape. OOM-9 considered that Zako may be held for random, or could have been taken off world and sold to slavers if his captors didn't know his value. OOM-9 had contacted Senator Zok Zuuk to see if the Neimoidian could talk with the Zygerrian Slavers Guild and see if Zako had ended up in their markets. OOM-9 also deployed Katen, Sledge, SSA-719, and KJZ-8267 to check if Zako had ended up in slave markets not affiliated with the Zygerrians.

* * *

General OOM-9 had been good for business and good for the war. Senator Zok Zuuk personally and professionally had benefited from the exceptional command battle droid. So when OOM-9 contacted the Neimoidian for a favor, Zuuk was more than happy to assist the droid. What made the request even easier was the fact that Miraj Scintel, The Most High Queen of Zygerria, was currently on the Confederate capital world of Raxus.

Zuuk's political power had increased and it took the Neimoidian less than half an hour to schedule a meeting with the Queen. Zok Zuuk walked through grand halls of the Separatist Senate building, protected by a pair of security battle droids. The trio stopped when they reached a large door guarded by a pair of Zygerrian soldiers.

"I am Senator Zok Zuuk, here to meet with the Queen," the Neimoidian quickly addressed the two Zygerrian guards.

"And she is not happy about it. She has scheduled business with Count Dooku, not with you," the guard on the right side of the door replied.

"This will not take long," Zuuk walked past the soldiers and pushed the doors open. The Zygerrian guards were surprised at the Neimoidian's brashness, but did nothing to stop him.

"The Most High Queen of Zygerria, I am Senator Zok Zuuk of the Zalost system."

"I am aware of who you are," Scintel snapped, "make it quick. I have other matters to attend to."

"One of my Generals has had an officer go missing. I wanted to check to see if he hadn't been picked up and sent into your markets by mistake."

"That would be quite a mistake," Scintel replied, "we will see what we can do. But I doubt we have your missing officer."

* * *

Creel Station had a poorly lit, stuffy, bare bones mess hall. Major Ashley Katen had planted herself in this foul-smelling cesspit for the purpose of getting into a fight. The slavers that conducted business aboard this particular space station worked in conditions almost as horrible as the slaves they bought and sold. Katen didn't want to be confined to this unrefined hive of scum and villainy any longer than she had to, so she chose her victim and started her work.

"Hey," Katen called out with a crack of voracious anger in her voice. Ashley Katen was often livid, though at this particular moment in time she felt irritated enough that she could rival a Sith Lord in terms of her anger. "You with the antenna!"

Only about half of those that inhabited the mess hall hushed up to see what Katen's deal was.

Her initial challenge failed to rouse her intended target, a Rodian seated at a table with three Nikto. Katen tried again, only this time she was twice as loud and three times as obnoxious. "Don't ignore me you bug-eyed freak!"

The Rodian she had been trying to rouse finally got up from the table he had been sitting at. "What is your problem, human?"

"You whispering to your little friends about my physical appearance," Katen lied, "you green-skinned scum bags wouldn't recognize an attractive female if she kicked your ass!"

Some of the other slavers sitting around the mess hall laughed.

"That wouldn't be you," the Rodian pulled out a stun baton from underneath his brown jacket.

Katen cracked a grin; the poor fool had no idea what he was in for.

The Rodian moved into to strike at Katen's head. The human easily backed out of reach of the alien and caught his arm before he could swing for another attack. She twisted his wrist, breaking it and forcing him to drop the baton. The Rodian's howls of pain were cut short when Katen punched him in the face.

Katen then picked up the Rodian and hurled him into a nearby table, spilling food and drink all over an Ithorian. The Ithorian took offense and started beating the pulp out of the Rodian. The three Nikto who had been seated with the Rodian now got up to go after Katen.

"This isn't a fair fight," Katen said as the three aliens approached her.

"Too bad," one of the Nikto said.

"No, I meant it's not fair to you," Katen smiled.

Two of the Nikto suddenly fell to the dirty floor, paralyzed by pain. Melissa Sledge had scooped up the Rodian's fallen stun baton and snuck up behind the trio of slavers. The third Nikto turned around in time for Sledge to pop him right in his jaw.

Katen and Sledge saw that the pummeling the Ithorian was giving the Rodian had caused another spill, which had led to another fight between parties that weren't affiliated with Katen or the Rodian.

Soon another skirmish had broken out, and then another. There was a big brawl in the mess hall but not everyone was joining in on the fun. Katen walked over and sucker punched a Gran still sitting at a table.

"Hey! That's my friend," a Devaronian complained.

"Come do something about it."

* * *

SSA-719 motionlessly waited behind a bulkhead at the intersection of two corridors. Given how much time had passed, SSA-719 figured Katen and Sledge had plenty of time to cause a bar brawl to draw security's attention.

The intercom system finally came alive. "Security to the mess hall immediately. We have a situation."

SSA-719 peered his thin head just around the frame of the bulkhead to see a trio of humans armed with stun batons run by. The security droid watched them disappear from sight, waited a few moments, and then made his move.

The security battle droid had not been made for stealth, though if SSA-719 encountered trouble he'd just blast his way through. The droid approached from where the security humans had come from and turned to a door.

SSA-719 tried the controls but the door was locked. The security battle droid pried the panel open and hacked the door. The interior of the security office was empty. SSA-719 went about searching for his target and quickly spotted the slaver terminal he required. The droid captain found that he also needed to hack the terminal. SSA-719 was by no means a hacking expert, but breaking through the slaver's sloppy defenses was well within his abilities.

Certain slaver groups were at odds with the Zygerrian Slavers Guild and therefore would not be cooperative with Separatist officials. Hacking and taking the information by force was the only way they could make sure it was accurate.

It took a few minutes but SSA-719 found what he was looking for, he had found Commander Zako's location.

"Hey!"

The security battle droid turned from the terminal to see a Weequay in the doorway. The guard was armed with nothing more than a stun baton. SSA-719 aimed his E-5 blaster rifle and shot the guard as he tried to lunge. The Weequay fell to the metal floor with a thud, and didn't move. SSA-719 walked over the corpse and left the area.

The battle droid made his way towards the mess hall, running into Katen and Sledge before getting there.

"I found him," SSA-719 told the two women. "Let's go."

"Finally," Sledge huffed.

"Is he here?"

"He was. He has already been transported to another location. I have the coordinates," the battle droid explained.

"It was those two humans! Over there!" a voice further down the corridor yelled.

Blaster bolts started to fly in the direction of the three Separatists. SSA-719 fired back.

"They don't give up," Katen said.

"Time to go," Sledge urged the other two to start running. Their hurried footsteps rang out against the metal floor, as if to announce to all of Creel Station that they were the guilty party responsible for all the chaos.

The trio ran for the hangar bay where their shuttle was parked.

"You finish?" Sledge asked KJZ-8267 when she saw the pilot droid also approaching their Sheathipede shuttle.

"My objectives have been completed," the pilot droid answered.

Though blaster bolts still chased them, all four got aboard safely.

"Shut the hangar bay doors!" one of the security personnel yelled.

"They're not responding!"

The Sheathipede shuttle exited the space station with no problem. One of KJZ-8267's tasks had been to lock the hangar doors open.

Though Creel Station's security weren't about to let the CIS operatives get away so easily. A trio of Z-95 Headhunters left from another hangar bay, chasing after the shuttle.

"I thought you said your objectives had been completed?" Katen asked the pilot droid as he drove the shuttle away from the station.

"Wait for it," KJZ-8267 said.

A moment later the three fighters blew up. KJZ-8267's other task had been to sabotage the security force's starfighters. SSA-719 transmitted the necessary data back to the 8th Fleet still in orbit around Raxus Prime before the shuttle went into hyperspace.

* * *

OOM-9 was finally started to get results. SSA-719, KJZ-8267, Katen, and Sledge had discovered that Zako had been captured by scavengers and taken off world to be put up in a slave auction on the planet Breeka.

OOM-9 had left the surface of Raxus Prime and returned to the _Magna Musai_. The battle for Raxus Prime had been won, but the droid armies of the 8th Fleet still needed to pack up their vehicles and troops before moving out. It was time consuming, but Katen's group was going ahead to Breeka. If they were lucky, they wouldn't need an army to take back Zako.

* * *

Obi-wan Jakoby walked through the overly grandiose halls of Coruscant's Jedi Temple. The halls were rather devoid of Jedi, too many were busy fighting in the war. The Jedi Weapon Master had been summoned to one of the Temple's Situation Rooms, though he did not know why.

When Jakoby arrived he was greeted by Grand Master Yoda.

"Master Jakoby, good to see you, it is," the diminutive alien said.

"And it is always a please to see you," Jakoby gave a short bow.

"For other purposes, I wish this meeting was. But a possibly dangerous assignment for you, the Jedi Council has." The gnarled old Jedi Master had a furrowed expression on his face.

"I am here to serve."

"Our contacts inform us that a Separatist officer has been captured and is on the slaver's market on the planet Breeka. Retrieve this officer before the Separatists, you must."

"I will leave for Breeka at once, Master." Obi-wan Jakoby was more than happy to leave the security of the Jedi Temple and get back to fighting on the front lines.

* * *

Count Dooku admired Darth Sidious' ability to orchestrate events to where the Sith Lord would emerge the winner no matter what the outcome was. A recent example was the Battle of Felacat. Sidious was able to observe the Republic's new _Mandator II_-class star dreadnaught against the abilities of a Separatist officer. Sidious and Tyranus had learned that the Mandator II was not as effective as it could have been. But they also learned that OOM-9 was a cunning officer whose skills they could exploit at a later date. Though neither Sidious nor Tyranus knew that the Separatist plan of attack on the Mandator II during the Battle of Felacat was actually KJZ-8267's idea. Or that the blind luck and subsequent actions of Captain Sledge allowed the 8th Fleet to know precisely what challenge they were facing before it had even arrived. Sidious and Tyranus attributed the success of the mission to General OOM-9. The Sith never placed their faith in the traits of friendship and teamwork. Though the Sith didn't know it, those characteristics were strong in OOM-9 and his subordinates.

This new problem was another matter. It was part of no one's plans. General OOM-9, acting on proper protocol, had reported that one of his officers was missing in action. The file on Commander Karl Zako revealed that he knew a lot about Separatist droids, weapons, vehicles, and aircraft. He certainly knew more than most other officers of the same rank. He knew enough that it would be a problem for the Confederacy if the Republic were able to extract large amounts of information out of him. In the long run, the information could tip the scale of the war; the Republic could develop new battle strategies and weapons based on intricate knowledge of the Separatists' arsenal. The Sith needed the war to continue to drag on, more Jedi needed to die.

"General, there's an incoming message from Count Dooku," a pilot battle droid informed OOM-9 when the droid general made it to the _Magna Musai_'s command bridge.

"Put it through."

Dooku's visage filled the large viewscreen. "General OOM-9, I've heard you've misplaced one of your top officers, Commander Zako. It would be disastrous if one so knowledgeable of our battle droids were to fall into Republic hands. I trust you are already moving to remedy the situation?"

"Of course, my lord. My subordinates have discovered his location. I have already deployed advance agents to retrieve him and I will be there myself shortly. Commander Zako will soon come under my possession once again."

"Very good, General. I expect to hear news of your success in the near future." The image flickered and faded and finally shut off.

Count Dooku had considered sending his apprentice, Asajj Ventress. But Ventress was currently busy with other assignments and Count Dooku felt General OOM-9 was competent enough to solve his own problem.

Commander OOM-8 turned to OOM-9. "What if the Republic gets to him first?"

"Commander Zako knows how to resist the persuasion of the Force," OOM-9 stated.

"Not forever."

"He will last long enough. I doubt he will ever even fall into Republic hands. You think we won't be able to rescue him?"

"I would have sent more than just Katen, Sledge, SSA-719, and KJZ-8267."

"They are more than capable of this task, and we will be there soon."

* * *

Most of life's challenges were solved by Karl Zako ordering battle droids to blast something or someone. However, that was not an option to his current problem. Zako tried to convince his captors (a group of Rodian and Jawa scavengers) to release him but they were intent on selling him into slavery. So when Zako was all out of ideas and it looked as if he would be taken off Raxus Prime for sure, he told his captors the truth: that he was a high-ranking officer in the Separatist Droid Army. He hoped that they were Separatist sympathizers and would let them go. It wasn't a stretch; they were on Raxus Prime after all. Or at the very least they feared the CIS enough to let him go. Instead they decided he was either lying or valuable enough to be put up for auction.

Commander Zako found himself taken to Creel Station, before being shipped off to the desert planet Breeka. His captors had bandaged his injured eye and nothing more, they hadn't even offered him any painkillers. Zako was ferried between various prisoner cells until he wound up in a cage on the auction block. Zako watched as various individuals started to enter the large auction room, taking seats in folding chairs.

Zako's one good eye focused in when he saw Katen, SSA-719 and KJZ-8267 enter the room. The bidders already in their seats noticed as well, just about anyone in the galaxy could recognize Separatist battle droids. Katen was wearing her KSV-1 combat suit. The three Separatists were unarmed, no weapons were allowed in the building. Still, the two battle droids solicited murmurs of dread from some of the other patrons. Since they hadn't come in shooting, Zako figured Katen intended to buy him legitimately. Zako suddenly sunk, if Katen bought him he would never hear the end of it.

Just as Katen and the two battle droids took their seats on the left side of the room, a new trio walked into the room that also drew everyone's attention.

What was clearly a Jedi dressed in white robes was flanked by two clones without their armor. The Fett clones were also recognizable throughout the galaxy, though slightly less than battle droids since most of the galaxy only saw the clones when they were encased in their armor. But enough of the patrons were able to distinguish them as clones even without their armor. Tai in particular drew attention with his short, spiked purple hair.

Obi-wan Jakoby, Kicker, and Tai immediately saw the two battle droids, and the armored human female sitting in between them.

"The Seppers know about him," Kicker whispered to Jakoby and Tai.

"Looks like we're going to have to do this the hard way," Tai said.

"You mean the fun way," Jakoby told the clone commando.

The three Republic personnel took their seats on the right side of the room, in order to put some distance between themselves and the Separatists.

A Gand got out of his seat. "I know exactly what's going to happen. I'm out of here," he said loudly enough for all to hear. Two male humans with a similar level of common sense also got up and walked out. Everyone else stayed in their chairs and waited for the slave auction to start.

A human auctioneer strode up to an old metal podium at the front of the room. The various discussions between the patrons started to quiet down and die.

"Our first item up for auction is a human male who claims to be a military officer in the Confederacy of Independent Systems. Considering some of the bidders here today, we now believe his claims to be valid. The bidding will start at fifty thousand credits," the auctioneer smirked. He started the price out low as a joke, knowing that it would soon skyrocket.

"Ashley, get me out of here. I'm injured and need medical attention," Zako called out from his cage.

"Silence slave," the auctioneer sneered.

"Fifty thousand," a female Balosar said before Katen or Jakoby could get out a word.

"Eighty thousand," a male Anzat raised his bidding paddle.

"One hundred thousand," Katen raised her paddle.

"Two hundred thousand," Jakoby raised the bid.

"Three hundred thousand," a Besalisk said.

"Five hundred thousand," the female Balosar stayed in the bidding competition.

"Six hundred ninety thousand credits," Katen said.

"Eight hundred thousand," Jakoby countered.

"One million credits," Katen grinned and turned to see the expression on Jakoby's face. The Jedi seemed to be undeterred.

"One million one hundred thousand," a Duros jumped in.

"One million two hundred thousand," Jakoby quickly raised his bidding paddle.

"One million five," Katen said. She had started to grind her teeth in frustration. Katen fully intended to buy Zako with her own money; she'd be able to tease him endlessly about it later. Given how wealthy her family was, this was entirely possible for her to accomplish.

"Three million credits," Jakoby proudly said. Quiet murmurs started to go around the room.

"Four million," Katen quickly snapped, anger building in her voice.

"Seven million," Jakoby shot back.

"Eight million," Katen scowled.

"Nine million," Jakoby smirked.

"Nine million, five hundred thousand," adrenaline coursing through her veins, Katen stood out of her chair when she raised her bidding paddle.

"One billion credits," Jakoby smugly stated, suddenly skyrocketing the price.

Gasps of astonishment and murmurs echoed throughout the room. The auctioneer nearly dropped his gavel due to the shock of hearing the price.

"The price now stands at one billion credits," the auctioneer was stunned.

"I can't beat that," Katen slunk back into her chair, "I can't beat that."

"One billion one hundred thousand," SSA-719 raised his bidding paddle for the first time.

"One billion two hundred thousand," KJZ-8267 raised his paddle.

"What are you doing?" the security battle droid turned to look at the pilot battle droid.

"I though it would be funny," KJZ-8267 said.

"Nine billion credits," Jakoby was almost as irritated as Katen now.

"Nine billion credits…" the auctioneer wasn't sure if the offer was real or not anymore. There were more whispers among the other bidders.

The battle droids were silent now.

"Nine billion credits, going once…going twice…"

Just as the auctioneer was about to pound the gavel Katen had an outburst.

"You liar! You don't have that much money! The Jedi Council would never authorize nine billion credits just for a single Separatist officer! He's not even a general!"

"You wouldn't know what I've been authorized to do," Jakoby shot back.

"I'm gonna authorize my fist in your face," Katen got out of her chair. SSA-719 and KJZ-8267 likewise got up and followed Katen's lead.

Jakoby, Kicker and Tai also got out of their seats and started over towards the three approaching Separatists. The other bidders scrambled to get out of the way.

"Security!" the auctioneer called. No security personnel came.

"You Jedi are nothing without your lightsabers," Katen moved to punch Jakoby in the face.

"You Separatists are nothing no matter what weapons you have," the Jedi fluidly deflected the blow with his left arm and punched Katen in the stomach with his right.

SSA-719 and Kicker started fighting with each other while KJZ-8267 took on Tai.

Katen was only momentarily stunned, and soon came back throwing punches and kicks at Jakoby. The Jedi was still able to parry away everything Katen threw at him.

"What's going on here? These droids are tough," Kicker wrestled with SSA-719. The clone struggled as the security droid tried to bend his hands backwards enough to break the wrists.

"You mean to tell me you meatbags actually believe that you could take a droid in a fistfight?" SSA-719 evilly said.

"Yeah," Kicker couldn't break the droids grip. He opted to sweep kick the droid's leg. SSA-719 fell, but still hung on to the clone, leading both combatants to fall to the floor.

Tai was throwing punches that KJZ-8267 easily blocked. The clone's fists started to swell as he continued his attack.

"You're no match for a Jedi," Jakoby threw a few punches that Katen blocked with her forearms.

"You're no matched for a pissed woman," Katen suddenly kneed the Jedi in the groin.

"Oooooo… my thermal detonators," Jakoby fell to the floor in pain.

Katen turned and started over towards Zako's cage.

"It's about time," Zako complained as she approached. "Get me out of here."

"A thank you would be nice," Katen sneered.

"When I'm actually free," Zako's voice was filled with pain and anger. "Behind you!"

Jakoby was running back up towards Katen again, keeping her away from the cage.

Most of the bidders had been able to leave the auction room by now, though the auctioneer still cowered up at the front of the room.

When KJZ-8267 started pulling punches, Tai was able to get the upper hand in the fight. The clone caught the pilot droid's hand mid-strike and shoved him into a cluster of folding chairs near the front of the room.

KJZ-8267 flailed around on the ground, trying to get all the chairs out of his way and looked up to see Zako saying something to him. "Use the f…"

"Use the what? The Force? What are you talking about?" the pilot droid was confused.

"The forks!" Zako pointed and yelled.

"Oh." The pilot droid looked to see the utensils lying on the floor near where he was. They and a plate of half-eaten cake had been abandoned by one of the other bidders.

Tai made his way towards the pilot droid. KJZ-8267 quickly crawled over to the fork.

"All right, droid," Tai was upon KJZ-8267. "Time to meet your maker."

KJZ-8267 quickly took the fork and jammed it into Tai' right foot. The clone stumbled back, howling in pain as blood gushed from the wound. KJZ-8267 got up and gave the clone a powerful uppercut that sent the commando flying into a group of chairs.

KJZ-8267 picked up one of the folding chairs and went over to where SSA-719 and Kicker were fighting. The pilot droid snuck up from behind and smashed Kicker down with the folding chair.

"Enough of this nonsense," Jakoby bitch slapped Katen with the Force, sending her careening through rows of folding chairs towards the back of the room.

The security and pilot droid moved to take the Jedi but Jakoby held with both up in the air with the Force for a moment before sending them crashing into each other and then propelling them to opposite sides of the room.

Kicker pulled the fork out of Tai's foot and the two clones regrouped with their Jedi general. It looked as if the Republic had won.

Then suddenly the wall on the right side of the room blew up. A B2-HA super battle droid walked through the hole in the wall, his cannon arm pointed towards Jakoby. A squad of B2 super battle droid started marching in after the B2-HA super battle droid. Captain Sledge slinked in behind the group of B2 droids; suited in her black and gray KSV-1 combat suit and carrying an E-5 blaster rifle in each hand.

The wall on the left side of the room blew up. The two clone commandos Ace and Jack led a squad of clone troopers into the room. Ace tossed Jakoby his lightsaber and Jack tossed the Jedi his shoto lightsaber. Once he had both his weapons, Jakoby activated them.

Neither side was fooling around, the B2 droids and clone troopers killed one another was superb precision. Soldiers from both sides were falling at a constant rate. Sledge attacked with her dual E-5s for a few shots before breaking away from the fight to hand over the weapons to SSA-719 and KJZ-8267. Sledge then donated her commando SE-14 blaster pistol to Katen. Melissa Sledge still had one weapon left, her electrowhip.

The B2-HA droid fired his cannon arm, missing the evasive Jedi. Jakoby threw his shoto lightsaber, cutting the first B2 droid in half before having to block several laser blasts from the other super droids.

A wrist rocket from one of the other super droids forced Kicker and Tai to dive out of the way. After another clone destroyed the B2 that was targeting them, Kicker helped Tai get to his feet, and the two unarmed and unarmored clones retreated to the hole in the wall their brothers had made. They weren't going to be much use to their general without their gear, and didn't want to stay out of the fight any longer than necessary. SSA-719 and KJZ-8267 had made them look like fools, and they wanted revenge.

Though only a torso lying on the ground, the B2-HA super battle droid fired his cannon arm again, this time ignoring the Jedi and aiming for the common clone troopers. The first missile scored a hit that obliterated one clone and knocked two others off their feet. Ace and Jack fired at the droid until he was finally destroyed for good.

Sledge activated her electrowhip and put in a few slashes towards Obi-wan Jakoby. At first the Jedi was surprised at being attacked with such a weapon, but was able to block the whip's strikes with his two lightsabers. Jakoby was in for another surprise when his weapons were unable to cut the electrowhip.

A stray blaster shot from a super battle droid killed the still-cowering auctioneer.

The super battle droids were steadily pushing the clone troopers back. 8EX and 5TE came up and broke open Zako's cage with their powerful hands.

"It's time for you to go, Commander," 5TE said.

Between Sledge's electrowhip and fire from the super battle droids, Jakoby started to back off to get some breathing room.

Katen, 8EX, 5TE, KJZ-8267, SSA-719, and Sledge took Zako and left the rest of the super battle droids finish off the Jedi and his clones. The CIS group moved towards the building's exit, but was stopped by a team of black and gray B1 battle droids.

"Stop. We cannot go outside. The Republic has an AT-TE out there, we could not hold our positions," one of the B1 droids informed the group.

"Alright, we're going up to the roof then," Sledge said.

The team started to move towards the stairwell.

"Come with us," Katen ordered the B1 battle droid squad to follow. The black and gray battle droids left a few HX2 mines at the entrance in case any clones tried to come in that way. The mines only took a moment to set and then the B1 squad followed the others to the stairs.

"We have acquired Commander Zako. Battle conditions demand that we change the evacuation point to the roof of the auction building," 8EX transmitted to the network as they ran up the stairs.

"Roger that," OOM-9 answered back, "we are moving a MAF to the updated evacuation point."

The sounds of metal feet hitting metal stairs were drowned out by blaster fire. A clone dual wielding DC-17 hand blasters attacked 8EX and 5TE, the two droids leading the group. The B2 battle droids fired back, hitting the clone and causing him to flip over the guard railing and fall off the stairway. The clone gave out a loud scream as he plummeted to his death.

A clone trooper on the next landing fired a trio of shots from his DC-15A blaster rifle, all of which hit 8EX. The super battle droid refused to go down and plastered the clone with his wrist lasers.

The group of Confederates was about to get to the next landing when it unexpectedly blew up. A clone trooper had planted a time bomb to stop the CIS from advancing up the stairs any further.

The clone attacked from above but the battle droids and their human allies heard lightsabers coming up from below. Jakoby was ascending the staircase, followed by two of his clone commandos.

"I'll take the Jedi," 8EX turned around and started heading back down the stairs.

The clone fired down on the Separatists as they left the stairwell to the highest floor currently available to them. 8EX fired all of his wrist rockets and a torrent of lasers, but was unable to kill the Jedi or his two commandos. Once Jakoby was close enough he cut off 8EX's right arm before slashing him at the torso.

"Let's try the turbolift," Sledge said.

Before the CIS troops could reach the turbolift they fell under attack from five clone troopers. It became clear that the clone that blew up the stairwell had intended to funnel the CIS to this floor, and they had fallen for his trap. The one thing the clones weren't prepared for was how large the CIS group was. Whether it was from poor planning or lack of available troops, the five clones that barred the way were not enough to stop the Separatist squad from advancing.

"Hurry, we gotta keep moving," Katen said.

"They locked down the turbolift," Sledge tried the button.

"Then we'll get have to unlock it," SSA-719 said as he and 5TE pried the doors open.

They heard the sound of lightsabers. Obi-wan Jakoby was approaching.

"Keep moving. I'll hold off the Jedi," 5TE said as he turned to attack Jakoby. The others didn't stop to question the super battle droid; they did as they were told. SSA-719 was the first to grab onto the service ladder in the turbolift shaft, followed by KJZ-8267, Zako, Katen, the B1 droids and then Sledge. Sledge made sure she was last, meaning she'd be the first to face Jakoby, and her electrowhip made her the most likely candidate to be able to survive against him.

Just like 8EX before him, 5TE was able to do nothing against the Jedi or his clone commandos and ended up a pile of scrap metal.

* * *

It was a bright, clear day with no wind. There was nothing to hinder the combat effectiveness of the two opposing military forces, save the annoying glare from the planet's sun. OOM-9 flew a brown advanced E-STAP droid starbomber. He and his squadron of Mankvim-814 light interceptors protected the MAF as it made its way towards the target site. Though the skies were filled with LAAT/i gunships, only a few V-19 Torrent fighters bothered to harass OOM-9's squadron. The majority of the V-19 fighters were preoccupied with the hordes of Vulture droids and Scarab starfighters that polluted the sky to bother with the few Mankvim-814 interceptors. The LAAT/i gunships were more concerned with dropping off their infantry at key locations around the city. Sometimes the clones were deployed on top of buildings to act as snipers, others were sent down to the city streets to reinforce positions that the clones were in danger of losing.

In the streets below, hundreds of battle droids and clone troopers fought for control of the city. The central control computers assured OOM-9 had his army held numerical superiority, though numbers alone were not winning him this battle. The CCC calculated that the CIS was losing three battle droids for every one clone trooper.

A pattern began to emerge in the street fighting. The clone army was taking and holding the street junctions, allowing them to fire on the battle droids from multiple sides. There were a few vehicles, from AATs, ASTs, homing spider droids, and NR-N99 tank droids fighting for the CIS, to AT-TEs, personal clone walkers and clone scout walkers on the side of the Republic. Though there was one unit that stood out from all the others. The Republic had sent an A-6 juggernaut right into the heart of the metropolis. The juggernaut was colored in an urban camouflage paint scene: blacks, blues, and grays. It was not a paint job OOM-9 had ever seen on an A-6 juggernaut before. He had also never seen the Republic so recklessly deploy a clone turbo tank either.

The A-6 juggernaut caused massive destruction to both the CIS and the city itself. The turbo tank was barely able to fit into the city streets. Whenever the gargantuan tank had to make a turn, it would smash into buildings, turning parts of them into rubble.

OOM-9 shot down a Torrent fighter before breaking off from the rest of his group. The droid general planned to put a stop to the turbo tank before it could do any more damage.

The A-6 fired a barrage of rockets towards OOM-9's bomber, all of which the advanced E-STAP was able to avoid. The turbo tank's heavy laser cannon turret turned to track the craft, the clones operating the juggernaut were obliviously aware of the threat the bomber posed to them. OOM-9 performed a series of barrel rolls that threw his starbomber in between the blue laser blasts that sought to end him. OOM-9 brought his craft into a dive, sending it straight for the city street, then brought it back up and over the turbo tank, letting loose a Void-7 seismic charge as he passed by. As soon as OOM-9's bomber was clear of the tank, the seismic charge went off, unleashing a powerful shockwave that ripped the juggernaut in two.

OOM-9 drew some attention of enemy fighters after his stunt was successful. He shot down a LAAT/i gunship that had no business trying to challenge him. Two V-19 Torrents proved to be more of a problem. OOM-9 was assisted by a passing Vulture and Scarab starfighter and the droid general was back on his was towards the MAF he was supposed to be protecting.

* * *

Major Katen, Captain Sledge and the others had reached the roof. The humans were affected by the change in temperature when they left the climate-controlled interior of the building, but the droids didn't mind. Two of the B1 battle droids stayed at the entryway to the turbolift shaft to deter Jakoby from taking the easy way up. All they had to do was shoot down at anyone who dared tried to use the service ladder, which of course, Jakoby did. At getting up only a few rungs, Jakoby found that he couldn't block blaster bolts and climb the ladder at the same time. The thought of using the Force to propel him all the way up the turbolift shaft occurred to Jakoby, but the Jedi figured he'd end up being shot in the process. So Jakoby ended up backing down and decided to get to the roof via the stairs.

Zako sat on the floor of the roof, tired and in pain. Katen and Sledge looked down towards the streets below and they saw that the AT-TE that had caused them to go up to the roof in the first place had just been overwhelmed and destroyed by a large horde of crab droids and dwarf spider droids.

"Figures that thing is destroyed the moment we get all the way up here," Katen complained. Though it was not entirely safe below, there were still several squads of clone troopers fighting with the spider and crab droids. Nonetheless, it was clear enough that the Separatist droids were going to take that particular street.

"No use trying to go back down now," KJZ-8267 said.

The clones fighting in the street that were armed with DC-15A blaster rifles started to break away from the spider droids and used their ascension cables to attach and begin to climb up the side of the building.

"Blast them," Sledge said.

Katen and several of the B1 battle droids started shooting either the clones or their cables.

A blue sniper bolt whizzed right by SSA-719's head.

"Sniper!" the security battle droid called out. Everyone ducked into cover.

More sniper shots rang out over their heads.

"They're providing cover for the clones scaling the wall," SSA-719 said. "They're just trying to bide time."

"Well, what do we do now?" Sledge whined. Her electrowhip was useless in a long-range battle and Katen still had her pistol.

The answer to Sledge's question came in the form of red sniper bolts flying towards the clone snipers on another building. B1 battle droids armed with E-5s sniper rifles were on the rooftops of other buildings and were shooting to keep the clone snipers busy.

While the opposing sniper kept shooting at each other, Katen and her B1 battle droids had a chance to run back over to the edge of the roof and shoot clones that were still scaling the wall of the building. The clones were much closer this time and tried to fire back, though their shots were incredibly inaccurate as the position of their guns were largely dictated by the ascension cables that kept the clones from plummeting to their death.

A few times Katen and the black and gray B1s had to pull back when the clone snipers dared to shoot at them. This of course left the clone snipers open to the droid snipers. It was a delicate balance for both sides between shooting and trying to avoid getting shot.

The game came to a close when one of the B1 battle droids shot the last clone attempting to scale the building. Now Katen's group could just sit back in cover and wait for pickup to arrive.

It would have been that way if Jakoby hadn't shown up the roof. The Jedi had no problem lifting himself, Ace and Jack over the gap in the stairs and they finally reached the roof.

The battle droids engaged the two clone commandos while Sledge attacked the Jedi with her electrowhip.

OOM-9's advanced E-STAP droid starbomber and his squadron of Mankvim-814 interceptors raced by overhead. The MAF came up behind them and landed on the roof just in time.

A flame battle droid exited the MAF and started shooting fireballs in Jakoby's direction.

"Everyone to the MAF! Lets go!" KJZ-8267 yelled. One of the B1 battle droids pulled Zako to his feet.

As the flame battle droid got closer to Jakoby he switched from shooting long-range fireballs to a steady stream of flame. Sledge put distance between her and the Jedi to avoid getting burned.

Jakoby had no defense against the flames and ran back towards the doorway to the stairs.

"Move it," OOM-9 transmitted to the others, "we're getting increased activity in the sky. There are a lot more Torrent fighters than before. We have to hurry."

OOM-9 and his squadron were too preoccupied with the V-19 Torrent fighters to notice the lone LAAT/i gunship come up. The gunship was quick and moved with purpose; it locked on to the parked MAF and fired all its weapons. The MAF was destroyed. The gunship took the MAF's place on the roof, clone troopers spilling out of it, Commander Lancer among them.

Jack tossed an EMP grenade that disposed of the flame battle droid. Jakoby and his two commandos started pushing forward at the droids again.

Commander Lancer blasted the B1 helping Zako and grabbed the CIS officer, dragging him aboard the gunship.

"Take off," Lancer told the gunship pilot. The LAAT/i lurched into the air, leaving behind several clones.

"General OOM-9," SSA-719 transmitted, "do not fire on that gunship. They have Commander Zako aboard."

"Roger roger," OOM-9 acknowledged.

The gunship took off, OOM-9 and his fighters were still too preoccupied with the V-19 Torrents to follow it.

"That's it," Katen hissed, "you're all dead!" Katen managed to kill two clone troopers with her pistol but when she turned it on the commandos her killing streak ended.

Jakoby suddenly found himself on the losing side of the fight now. Sledge had gone back to attacking him with the electrowhip again while the B1s were slow to fall to his commandos. The clone snipers on the opposite building were finally all dead, freeing the battle droid snipers to shoot at the Jedi and is cohorts.

Another LAAT/i gunship came in close to the roof of the building. Jakoby picked up Ace and Jack with the Force and threw them over into the passing gunship. Jakoby then propelled himself with a mighty Force jump and landed perfectly in the ship.

Jakoby waved goodbye to his adversaries, even as they still fired their guns at the LAAT/i.

* * *

"General Jakoby, we have the Separatist officer," Lancer reported into his comlink. The clone commander held the Separatist by the shoulder, Lancer didn't have time to put the enemy officer in binders but doubted he would even try and put up a fight. He looked to be in bad shape and was barely staying conscious.

"Good job, Commander Lancer. Get him to my cruiser. I'll be along shortly, Jakoby out."

* * *

OOM-9 finally broke away from the enemy Torrent fighters, thanks to a squadron of Scarabs coming in and helping his squadron of Mankvim-814 interceptors. OOM-9 boosted his bomber to catch up to the gunship, and considered what kind of options he had to take it down without killing Zako. OOM-9 searched through the network to see what kind of allies he had nearby.

OOM-9 picked up the signal of the rocket battle droid, RKT-421. OOM-9 turned and slowed down when he neared RKT-421's location, wirelessly ordering the droid to accompany him. The rocket battle droid used his jetpack and boosted over to E-STAP starbomber as it came past. RKT-421 magnetized his feet to the hull of the bomber and OOM-9 resumed his pursuit of the LAAT/i gunship.

Though huge plumes of black smoke were emanating from several parts of the city and various starfighters were still chasing each other around, OOM-9 was still able to identify and close in on the gunship.

OOM-9 also found the location of the baron battle droid E2BA-89 using the network. The baron battle droid was nearby and perfect for OOM-9's plan. General OOM-9 fired his bomber's two laser cannons, missing on purpose but encouraging the gunship to turn down onto a different path. The gunship changed course as OOM-9 hoped and flew right above the street where E2BA-89 was.

The baron battle droid fired his twin missile launchers, hitting the LAAT/i gunship but not destroying it. The impact knocked one of the clone troopers right out of the craft. OOM-9 pulled his bomber near the damaged gunship and RKT-421 jetted over.

"Blast that droid!" Lancer ordered.

RKT-421 hit one of the clones in the face with his wrist-mounted fusioncutter before grabbing Zako away from Lancer and taking off.

"No you don't," Lancer jumped from the gunship, grabbing onto Zako's leg. All the extra weight strained RKT-421's jetpack, causing the trio to lose altitude and eventually crash into the city streets.

Lancer was the first to his feet and pulled his DC-17 hand blaster and shot RKT-421. The clone commander moved to grab Zako but was caught off guard when the Separatist officer punched him in the face. The clone fell to the ground, though Zako couldn't tell if he was unconscious or not. The Separatist officer just started moving away.

* * *

OOM-9 turned his bomber back around to find out what had happened but he was intercepted by a V-19 Torrent fighter. OOM-9 tried to shake the fighter off but the V-19 stayed on the E-STAP. The pilot was none other than Screwball, one of Jakoby's best clone pilots. Even though he was being pursued, OOM-9 was still able to artfully drop a plasma bomb on a clone scout walker below.

Screwball finally scored a series of hits that sent OOM-9's bomber spiraling down into the city. Black smoke bellowed from the E-STAP's engines. OOM-9 wrestled with the non-responsive controls as his bomber gave out on him. His advanced E-STAP bomber crashed in one piece, the battle droid general was down, but not out. He shut down the craft's systems to prevent it from overheating and blowing up, an unlikely event, but it didn't hurt to be safe. OOM-9 forced open the cockpit to find clone troopers moving towards his location. The command battle droid quickly updated the network and requested reinforcements. Things were going badly, not only had OOM-9 lost Zako, but now he also needed rescuing.

* * *

Sergeant 3B3-888 received the signal and rallied together a team to go and secure OOM-9's location. The B1 battle droid hopped on the side on an armored assault tank and ordered the pilot to take him to OOM-9's coordinates. 3B3-888's team of battle droid infantry followed behind.

The CIS infantry were starting to lag behind the AAT badly. They were constantly interrupted by attacks from clone troopers or LAAT/i gunships. The AAT's secondary laser cannon's were constantly overheating trying to drive away all the threats. One of the LAATs was undeterred by the tank. Seeing that he was vulnerable, 3B3-888 got off the side of the tank, and just in time. The gunship splattered the tank with laser fire, and the AAT retaliated with its primary laser cannon. The gunship was hit on its left wing and swerved into the side of a building.

A pair of AT-RTs came up, focusing their firepower on the tank. The tank fired back at one of the recon walkers while 3B3-888 killed the driver of the other with his E-5 blaster rifle.

The gray and blue AAT simply refused to die. Plumes of black smoke were rising out of the cracks in its armor. Though the tank continued to attack, pushing the droid army forward against the clones.

"Grenade!" a B1 battle droid warned.

A super battle droid blasted the clone that had thrown the explosive that took out a baron battle droid that was unable to get clear of the blast radius.

"Keep going! We're almost there!" 3B3-888 yelled over the battle, "the general needs us!" It was almost hopeless. Though they were nearly there, 3B3-888's battle group had been decimated. At the rate they were going, their droid general would have to rescue them.

Sergeant 3B3-888 was lucky enough that he had other friends he could count on. A MAF flew in overhead and dropped off SSA-719, KJZ-8267 and a small squad of B1 battle droids.

"Having fun yet?" KJZ-8267 asked the B1 battle droid sergeant.

"Absolutely," 3B3-888 shot a clone.

Once the droids were deployed the MAF ascended back into the air, it stayed and hovered in the immediate area to give the ground troops support. The assault flyer fired a pair of missiles that narrowly missed an AT-RT that bolted into the area.

"There's the general!" SSA-719 pointed.

OOM-9 was still holding off clone troopers, using the wreckage of his bomber as cover against their attacks.

Lieutenant Minecar was not having an easy time. The clones under his command couldn't destroy one battle droid holed up near the wreckage of an advanced E-STAP starbomber. Now an enemy tank, gunship and more droid infantry were approaching.

"Contact Jakoby," Minecar told Sergeant Gnasher, "tell him we need reinforcements."

"Yes sir."

Minecar then took a PLX rocket launcher and hit the AAT dead on, finally disabling it. A few blaster shots went Minecar's way, forcing the clone to ditch the rocket launcher and dive into cover behind some rubble.

"I need cover fire!"

"Right away," the clone trooper who volunteered for Minecar was sniped by KJZ-8267's E-5s sniper rifle.

Once the blaster fire in Minecar's direction died down he crawled over to the rocket launcher, aimed it at the MAF, and brought it down as well.

"Someone take out their heavy weapons," 3B3-888 said.

"There, that clone lieutenant," SSA-719 fired his own rocket launcher. Minecar was barely able to clear the blast the purple rocket sent roaring his way. Minecar had dropped his rocket launcher again, but he was still alive. The clone lieutenant made it back into cover and started searching for a new weapon. Considering how many corpses were piling up it wasn't difficult. Minecar took a DC-15x sniper rifle from a long dead clone captain. Minecar fired off a pair of shots, destroying a super battle droid. Then the clone bolted from his cover to run over towards Sergeant Gnasher's location.

The droids had lost their tank and air unit, but were still doing well until a LAAT/i came into the area. SSA-719 shot it down with his E-60R rocket launcher.

Obi-wan Jakoby jumped out of the gunship as it fell, carrying Ace and Jack using the Force.

"It's that Jedi again," SSA-719 observed.

Jakoby and his commandos landed near Minecar and Gnasher. OOM-9 fired off a flurry of bulldog rockets from his custom E-5, forcing the Jedi and his clones to retreat to cover. The gap in clone shooting allowed OOM-9 to finally regroup with his troops.

"General, the situation is bad," Minecar said.

"I can see that," Obi-wan Jakoby said.

A blast from SSA-719's rocket launcher destroyed the cover that Jakoby was behind, forcing the Jedi to deflect incoming blaster fire before he could get behind the wreckage of a clone personal walker.

Minecar peered from out of cover to fire again but his head suddenly exploded into little meat chunks mixed in with pieces of shattered helmet. KJZ-8267 had nailed the clone lieutenant with a headshot.

"Sith spit!" Gnasher cursed as Minecar's headless corpse fell near him. "You clankers are gonna pay!" Another sniper shot rang out and plastered the cover Gnasher was hiding behind, as if to tell the clone to shut up.

The dwarf spider droid DSD-08 and a trio of plasma battle droids were walking up the street from the south. The Republic fighters were slowly being boxed in. Green plasma bolts rained down towards Jakoby and his commandos, the plasma droids were intent on killing the biggest threats to the droid forces.

A LAAT zipped by, four clone jet trooper leaving the gunship and headed towards the tall plasma battle droids.

"Go go go!"

"Take it down! Take it down!"

One of the jet troopers flew too close to one of the plasma battle droids and was swatted down by the droid's handless arm. The clone crashed to the street and was shot by KJZ-8267's sniper rifle while he tried to get back up.

"Concentrate on one droid at a time," one of the jet troopers said.

DSD-08 beeped in frustration as the spider droid consistently failed to hit the fast-moving jet troopers.

A trio of droidekas started to roll into view.

"General, we've got to go," Ace said.

"All right fine," Jakoby agreed, "taking this city, or this planet, doesn't matter. Master Yoda ordered me to acquire that Separatist officer."

Obi-wan Jakoby, Ace, Jack, and Gnasher pulled back while the remaining clones were overwhelmed by OOM-9's droids.

"Keep after them," OOM-9 ordered his troops, "I want that Jedi killed."

Jakoby's retreat had suddenly been cut off when a Sheathipede type B escort shuttle flew in low and BX droid commandos rained down from the sky.

Commander CDC-76 led the commando droids. The BX droid commandos ran right for the clones, firing as they went. Jack hit three of the droids with one blast from the anti-armor attachment of his DC-17m interchangeable weapon system.

Ace shot the commando E-5 rifle right out of CDC-76's hands. The commando droid fluidly switched to his vibrosword and moved in to kill the clone commando. Ace was able to duck away from the first swipe, knocked the droid's arm so he couldn't recover and then decapitated the commando droid with his knuckle vibro blades.

Commander TH-1066 came in on his AST. The tactical droid observed the failure of the droid commandos and took it upon himself to eliminate the Jedi before he could cause any more destruction.

Jakoby deflected the scout tank's laser blasts and ripped the droid ride out of his vehicle with the Force. Jakoby let the tactical droid hang in the air for a second before throwing his lightsaber, slicing Commander TH-1066 in half.

OOM-9's collection of droids was cut off from pursuing Jakoby any further when a squad of AT-RTs interrupted them.

* * *

Commander Zako stumbled about the city streets. Tired and disoriented, he had no idea if he was heading towards friends or enemies, or no one at all. He had no means of contacting the droid army and letting them know where he was. The human commander heard a series of explosions, which he recognized as mortars. Zako went towards the sounds.

Eventually Zako was grabbed by the arm and pulled aside. When his eye finally focused he saw that a B1 battle droid had him.

"Commander, we need to get you to safety."

"Right."

The B1 led Zako past a group of thermal detonator battle droids launching their mortars at a distant group of clone personal walkers.

* * *

Jakoby and his clones made it to the suburbs surrounding the city. The fighting had not subsided any; instead it had intensified. At Jakoby's orders, most of the clone army was pulling out of the city. With fewer buildings in the way, both sides were able to mass their heavy vehicles and infantry into humongous groups.

AA-9 gunship transports and CR25 troop carriers competed with Trade Federation drop ships, C-9979 landing craft and VACs to see who could unload their cargo the fastest. The V-19 Torrent fighters, LAAT gunships, Scarabs, Vulture droids, and MAFs that clogged that sky had been joined by BTL-B Y-wings and all three types of E-STAP droid starbombers. Republic anti-air tanks and Trade Federation AMLs were hard pressed to try and shoot down all the flyers.

74-Z speeder bikes, speeder platforms, STAPs, and ASTs buzzed around the larger vehicles. TX-130 saber fighter tanks fought with AATs and GATs. Clone scout walkers took on NR-N99 tank droids. AT-TEs were challenged by homing spider droids and hailfire droids. AT-RTs targeted dwarf spider droids and vice versa. HAGs and AV-7 anti-vehicle cannons exchanged artillery fire with one another.

The infantry of both sides were everywhere doing everything. The clones were taken aback at how many human infantry the CIS was using in addition to the battle droids. The intense fighting had prompted OOM-9 to send in all his assets, including his human troops. The standard CIS troopers, assault troopers, snipers, engineers, officers, and shock troopers were all sent into battle with their droid allies.

"Yeah, that armor worked real well, didn't it?" A human CIS soldier shot and killed a clone.

"What out for wrist rockets," a clone sergeant warned his troopers as they fell under attack from a squad of super battle droids.

Droidekas were uselessly firing at an AT-TE that was busy enough taking on a tri-droid.

A trio of clone personal walkers was evenly matched against a T4 turret droid. The walkers were designed for killing infantry but a T4 turret droid was pushing the boundary of what was considered infantry.

A Y-wing bombed a cluster of LR-57 combat droids that were walking towards a squad of clones that was busy trying to deal with a pair of grapple battle droids.

A Trade Federation super freighter above the battlefield was deploying rocket battle droids and B2-RP super battle droids to where they were needed. Wherever the CIS infantry needed a boost in their numbers, the jetpack droids boosted in to fill up the ranks.

Giant dwarf spider droids brought down by VACs started to dominate the battlefront. The AT-RTs, clone personal walkers and scout walkers didn't have the durability or offensive firepower to oppose the large spider droids. The AT-TEs were still too busy trying to take out the homing spider droids.

A LAAT/i gunship touched down and dropped off Kicker and Tai, in full armor, down to Jakoby. As the gunship lifted back off it was immediately shot down by four passing Scarab starfighters.

* * *

Commander Lancer had regained consciousness and acquired a 105-K lancer bike. The clone commander rushed towards the edges of the city to take part in the most dangerous fighting. The clone passed by several different groups of clones and droids fighting. Suddenly Lancer caught sight of something he did not expect to see, a squad of battle droids was taking Commander Zako to a gray and blue MTT. Lancer immediately called it in to the rest of the clone army; they had to disable that transport before it could get away.

* * *

There was one individual who was accumulating more kills than anyone else on the battlefield. Commander EEK-176 was using the shoulder-mounted ZPR gatling gun while dual-wielding two ZGD gatling guns, his favorite weapon combination. The command battle droid had already gunned down over one hundred clone troopers on his own. The steady stream of red and purple laser blasts elicited an almost unending chorus of clone death screams.

Not to be outdone in terms of destruction, 3B3-888 had backed away from the fighting to a MUT. The large transport opened its front hatch and a pair of OX9 worker droids carrying the KnKr-1 Doomseeker cannon came down the ramp and handed the large gun over to the B1 battle droid.

3B3-888's first set of victims was a few AT-RTs that went to harass the MUT. The B1 sergeant then shot a LAAT/c gunship that was flying low enough for him to accurately shoot it. The battle droid then destroyed an entire AT-TE on his own.

Obi-wan Jakoby and his commandos noticed the destructive droids and raced to stop their rampage. A heavy STAP got in the way, cutting Jakoby's squad in two. Jack and Kicker went on ahead towards 3B3-888 while Ace and Tai were suddenly surprised to find themselves opposed by the grapple droid GD-79. Ace and Tai were running low on ammo and their DC-15s side arm blasters did nothing to GD-79's dark gray armor.

Jakoby sensed a disturbance in the Force, and turned to see OOM-9 swiftly cut down ten clones in a matter of seconds. The Jedi noticed the droid's weapon, a ZK-II war-axe.

"Decent," the Jedi commented as he approached the command battle droid. Jakoby was actually quite surprised at OOM-9's display of combat prowess. The Jedi hadn't seen BX droid commandos that were able to match the command battle droid that stood in front of him.

"Maybe you will be impressed when I kill you," OOM-9 stated.

"I doubt that very much."

"Your overconfidence is your weakness."

"You being a droid is your weakness. I am the great General Obi-wan Jakoby, and I am far superior to any droid."

"Never heard of you," OOM-9 used the elite rifle function of his E-5, "I have heard of Obi-wan Kenobi, but I guess the Republic doesn't yet consider me enough of a threat to warrant sending a real Jedi."

Jakoby attacked with both lightsabers, though OOM-9 was able to parry away every single strike with his single war-axe. OOM-9 kept his axe centered near his chest, using short swift strikes combined with flipping his wrist in different directions to send the lightsabers striking off in atypical slants. The battle droid made it hard for Jakoby to recover from a miss, but the Jedi was fast and skilled enough that he prevented the droid from making any slashes of his own.

* * *

KJZ-8267 swung around in his newly acquired gray and blue AST and lassoed Ace with his electrowhip. He caught the commando by the neck and dragged the trooper across the ground. The clone tried to hit the pilot droid with his pistol but couldn't aim properly while being chocked, electrocuted and drug across the battlefield.

Tai hit GD-79 with a thermal detonator, and while the explosive didn't destroy the powerful droid, it stunned him enough so the commando could run away. Tai aimed his anti-armor attachment, waited for KJZ-8267 to pass, and fired. The AST was hit, and the pilot droid was thrown from the vehicle. The pilot droid also lost his grip on the whip and Ace was freed.

Once he regained his bearings, GD-79 went to assist OOM-9 against Obi-wan Jakoby rather than continue after Tai and Ace.

Lieutenant KJZ-8267 got to his feet and unhooked the flechette E-5 shotgun that was horizontally attached onto his upper back. The familiar whoomp of the shotgun sound went off as the pilot battle droid killed a few clone troopers while making his way back towards Ace. KJZ-8267 was joined by a giant dwarf spider droid and two crab droids, and the group continued towards the commandos. Ace and Tai knew they could handle a single pilot droid, even two crab droids, but with the giant dwarf spider droid in the way the clone commandos retreated.

"Will you hurry up and finish him off already," KJZ-8267 called out to SSA-719, who was trying to kill an ARF trooper. "We still have entire armies of that one guy to kill."

* * *

3B3-888 managed to destroy an IFT-X fighter tank before he noticed the two clone commandos approaching him. The B1 battle droid turned his cannon on the clone commandos, but both were too fast to hit, which of an incredible feat considering how heavy their armor was.

Kicker was caught up by a trio of B2 battle droids, but the commando was at least clear of 3B3-888's attention. Jack was low on ammo, so he ran right up to the B1 battle droid. 3B3-888 swung the large gun, trying to knock the clone over. Jack pulled his pistol and shot at the gigantic gun, rather than at the droid wielding it.

"Clone scum!" 3B3-888 swung the Doomseeker cannon around again, this time also firing it. Jack still managed to stay out of the way, continuously filling the gun full of holes. The next time 3B3-888 pulled the trigger the Doomseeker cannon didn't fire. The cannon made a weird noise and red sparks started to shoot from it. 3B3-888 ditched the gun and ran for it, but the B1 battle droid was still caught in the resulting explosion. Sergeant 3B3-888 was blown to pieces.

* * *

OOM-9 and GD-79 were forced to break away from Obi-wan Jakoby when they saw a heard of A-6 juggernauts coming their way. The pair escaped the Jedi by jumping onto the side of a NR-N99 tank droid. The turbo tanks were painted in an urban camouflage color, just like the one OOM-9 had destroyed back in the city. It looked like the clone army was trying for one last major push for victory.

Many of the CIS vehicles were able to band together and form a charge against the clone turbo tanks. The AATs, GATs, NR-N99 tanks droids, and hailfire droids were the ones fastest enough to accomplish the task. Though the juggernauts proved to have superior size and firepower on their side. The Confederate vehicles were forced into the gaps between the massive turbo tanks, or risk being crushed. The problem was that there were IFT-X fighter tanks and AT-RTs already in between the A-6 tanks. The CIS vehicles were desperate and numerous enough that they were able to break through the smaller enemies in order to avoid being flattened by the larger ones.

E-STAP droid starbombers flew overhead and released bombs on the juggernauts, but it wasn't enough to stop them.

After the herd of A-6 tanks had made their pass, they started to split up and target specific portions of the Separatist army.

* * *

The battlefield was a complete disaster. Major Katen had started to wish she had stayed back and finished the fighting in the city. But she had hopped on the side of an AAT and rode out to the big battle with the others. Only things were going horribly. Even the most basic clones were tough, and surprisingly accurate. Katen was having trouble scoring any kills without getting herself shot up. She ditched the tank she was riding when she saw enemy mortars flying their way. The armored assault tank was destroyed, and Katen was on her own without any other droids nearby to help her out.

The clones she fought against knew she was on her own, and were eager to kill the human. Katen ended up getting stuck using what was left of the AAT as cover. But she couldn't get away, and she couldn't kill all her opponents.

"Hey, is anybody near me?" Katen asked over the com. "I'm in trouble over here."

"Hang on, Major," EEK-176 responded, "I'm on my way." The command droid was slowly blasting his way towards his stranded ally, but the going was slow and he had a lot of clones in his path.

Katen tried firing at the clones, but the blue blaster bolts sent her scrambling back to the safety of cover. The clones were approaching nearer and she had barely killed any of them. Ashley Katen knew she wasn't going to be able to fight her way out of this one. The angry blue blaster bolts played out a symphony that demanded her death.

"I think this is it. I can't fight my way out of this one," Katen breathed. "EEK-176, I want you to tell-"

"You're going to fight and you're going to survive! That's an order Major!" EEK-176 transmitted. "Just hold on! Can anyone else get to her?"

A small smile formed on Katen's face. EEK-176 wasn't going to give up; he would never give up. But Katen was trapped, and she knew it. She would try, but she would fail.

DSD-08 had heard the request for assistance, but the dwarf spider droid was nowhere near fast enough to reach the major's location. But the spider droid had an idea. DSD-08 signaled an E-STAP droid starbomber.

"Negative," the pilot droid responded to DSD-08, "my bomb bay is empty. Strafing runs against infantry with my laser cannons will not eliminate all targets."

The dwarf spider droid demanded the bomber land near him and the pilot complied. DSD-08 magnetized his feet to the side of an E-STAP droid starbomber and the aircraft took off again, heading for Katen's coordinates.

Katen was drenched in sweat: partly from fear and partly from the heat of the desert world. The clones kept firing, keeping her trapped. If she tried to shoot back she'd be hit for sure. She pulled out a TB-47 time bomb; if she was going to die she was going to take the clones with her.

"I'm gonnna miss you guys," Katen whispered. Just as she was about to run out and meet her clone attackers an E-STAP starbomber flew in close. DSD-08 detached from the bomber and plummeted down, landing on top of three of the enemy clones attacking Katen. The spider droid wasted no time in blasting the clones he hadn't crushed in his dramatic landing. The clones, and Katen, were completely taken by surprise. Katen put away the time bomb and started shooting. Seconds later all the clones were dead.

"DSD-08!" Katen exclaimed, "I could kiss you."

"Save it for later, Major," EEK-176 had finally arrived.

* * *

Screwball veered his V-19 Torrent fighter in the direction Lancer had transmitted to him. The MTT was right where his superior had promised him. The clone pilot fired, careful not to destroy his target. His fighter swooped by, but the MTT was still moving. Screwball had a avoid a pair of missiles sent his way from a baron battle droid before turning around and making another run at the MTT. The next series of hits halted the armored transport.

Clone troopers started to rush towards the wreck. Lancer came in close and dismounted his bike. The MTT opened up and battle droids started piling out, firing upon the clones with all their anger.

A pair of AT-RTs came in to help the clones and once the battle droids were taken care of Lancer led the clones into the MTT and captured Zako. Lancer transmitted his progress to Jakoby, and the Jedi general was quick to arrive at the location.

"You've cost me a lot of trouble," Jakoby told Zako, "you had better be worth it."

"You won't get anything out of me," Zako laughed, "I'll never betray the Confederacy."

"We'll see about that. You'll find that I can be very…" Jakoby was cut short as a horde of hunter-seeker droids swarmed over the area.

"Take them down!" Lancer yelled at his troopers.

The hunter-seeker droids were just an appetizer. A red C-9979 landing craft came down from the sky and landed near the wrecked MTT. The craft started spitting out waves of battle droids, super battle droids, droidekas, and dwarf spider droids. Commander Z23-Y75 was leading them personally.

"Get him to the shuttle," Obi-wan Jakoby ordered.

"Right away, sir," Lancer said.

"Hey! I'm over here," Zako called to his comrades, struggling against Lancer.

Jakoby stayed to hold off the droids.

Even with Jakoby by their side, the clones were falling fast. The droids were angry, and their shots had never been more precise.

Z23-Y75 was in front of the pack, firing an E-6 blaster rifle. The command droid went after Jakoby, but the Jedi deflected the blaster bolts, ran up, and gave Z23-Y75 an uppercut, slicing off part of the command droid's head. After taking out the leader, Jakoby saw the Nu attack shuttle take off, headed towards the _Droid Collector_. After everything that had happened Jakoby finally had that damned officer. Jakoby had enough; a LAAT/i gunship picked him up and followed after the Nu shuttle.

Bio cannons started showing up at the edges of the battlefront, bombarding the A-6 juggernauts. It was a dangerous game of attack and retreat, as the juggernauts would go after the droid artillery but the bio cannons would roll up and move out if any of the turbo tanks started towards them.

* * *

"What happened to Z23-Y75's signal?" SSA-719 asked as he fired a rocket at a heavy clone scout walker.

"It's gone, I don't know what's going on," EEK-176 replied as he mowed down a few clones with his trio of gatling guns.

"He lost Zako, the Jedi has him," OOM-9 said. The hunter-seeker droids had uploaded the information to the network and OOM-9 was the first to get it. The droid general then contacted his direct predecessor. "OOM-8, I want you to retrieve Zako. Take the HouseKarl and special ops droids with you."

A group of clone personal walkers moved on OOM-9's group, but were interrupted by Z1 special ops dwarf spider droids that had dropped their stealth systems to reveal themselves.

* * *

Obi-wan Jakoby couldn't believe it. After three straight hours of trying to probe the Separatist officer's mind he had gotten almost nowhere. Jakoby and Zako were onboard the _Droid Collector_. The Jedi opted to forgo further fighting in order to immediately probe the officer's mind in case he was stolen away by the droid army again.

Jakoby's flagship and the rest of the fleet had descended into the planet's atmosphere and were near the surface. The Republic cruisers were steadily sending down drop ships to pick up the troops and vehicles fighting below. It was a painfully slow process, but Jakoby wasn't going to leave his troops behind and he wasn't going to waste any more lives trying to take and hold Breeka. The Separatist fleet had also followed them down to the planet, and wasn't making things easy.

Jakoby had managed to learn that the officer's name was Karl Zako. And he was able to learn that the blonde bitch he fought at the auction was Ashley Katen and the woman with the black hair and electrowhip was Melissa Sledge. Other than that, Jakoby didn't get much. Zako was no fool and was skilled in resisting the persuasion of the Force, Jakoby wondered why he was so resistant.

Zako kept going through the complete schematics for an E-5 blaster rifle in his head. A common Separatist firearm found littering countless battlefields on thousands of different worlds. Completely useless information to Jakoby. The fact that Zako was strung out on pure pain due to his injured eye wasn't helping the matter either. And Zako's thoughts curiously drifted to muffins and rainbows more than once.

"It's like trying to probe the mind of a battle droid! A battle droid! You really are brainless, they outta call you Zako the Battle Droid!" Jakoby tried to rouse anger in Zako to throw his mind off the E-5 schematics but the CIS officer didn't respond, completely ignoring the Jedi. Zako's head slightly tilted left to right as a big grin adorned his face.

Jakoby slammed his fist on the table, which seemed to catch Zako's attention. "You can't keep this up forever! Sooner or later you'll have to sleep and then I'll get you in your dreams," Jakoby warned.

"You wouldn't like to visit me in my dreams. Republic personnel tend to die a lot in my dreams," Zako lazily replied, the E-5 schematics, rainbows and muffins still going through his mind.

"I've had enough of this stupidness."

"Maybe you should try being less stupid then," Zako managed a laugh.

* * *

The 8th Fleet had sent all of its _Hardcell_-class interstellar transports to land on the surface of the planet to unload large numbers of troops.

While the new troops were a problem for the clone army as it worked to get their vehicles back to their cruisers, Jack saw as the Techno Union ships as an opportunity to cause some trouble of his own.

Separated from the rest of his squad, Jack fought his way towards one of the Techno Union transports on his own and got inside. The fighting wasn't easy, though Jack had recently been re-supplied and had more than enough ammo to deal with the droids he encountered. The commando planned to steal the ship; hopefully drawing the clankers' attention away from the Venator star destroyers and Acclamator assault ships. It was a stretch, but Jack hoped to at least piss off the droid army.

But the clone commando had no idea how angry the battle droids already were. After Jack had dispatched a trio of super battle droids, he found a grapple battle droid and two flame battle droids had been sent to kill him.

Jack knew it was time to abandon ship and fled from the droids. When the round a corner and was temporarily out of sight, Jack hid a homing beacon on the side of a crate that was lined up against the bulkhead before he left. If Jack couldn't be a problem now, he would have to settle for causing the CIS grief later.

* * *

The _Scrapyard_ and _Magna Musai_ had come dangerously close to the _Droid Collector_. Sheathipede shuttles sent out from the CIS ships started landing in one of the Republic cruiser's hangar bays. Special ops, Housekarl, and marine battle droids flooded into Jakoby's cruiser.

The few clones in the hangar were quickly killed. OOM-8 exited out of one of the shuttles as the fighting ended.

"Find the commander," OOM-8 told KLO-657.

"Roger roger." The special ops droids and HouseKarls left to search the ship. OOM-8 and the droid marines stayed behind to guard the shuttles in the hangar.

* * *

The elite battle droids caused havoc all throughout the _Droid Collector_. Captain Klo Toon was tired of his ship being destroyed from the inside especially since the Kel Dor captain had spent so energy on keeping his Venator from being destroyed by the CIS capital ships.

Toon requested that Jakoby personally deal with the enemy shuttles in the hangar, since all the clone security teams that were sent had failed. Jakoby was not happy about it, but he left Zako in his cell and went to deal with the enemy boarders.

* * *

Captain Melissa Sledge had her fill of the fighting on the surface of the desert planet and had gone back up to the 8th Fleet's only _Providence_-class carrier/destroyer, the _Karajor_. Though considering how the two opposing fleets were fighting, the sky was no safer than the ground battle.

The Venator star destroyers and Acclamator assault ships had been forcing the 8th Fleet to break formation by threatening to ram the capital ships. Time and again the Separatist ships gave way to the Republic ones, though no collisions had yet occurred.

The air was still clogged with fighters and bombers from the two opposing sides. Kills were rare for either side, though the E-STAPs were more successful at bombing ground targets than the Y-wings were.

The _Karajor_ broke away from an Acclamator that was bothering it and started to close in on the _Droid Collector_. "Do not attack their flagship until we have confirmation that our troops have fled from it," Sledge told her crew.

* * *

"General," the clone sergeant in charged addressed Jakoby, "we cannot get into the hangar. They're just holding position. A few other droids got further into the ship but we can't track them. They're moving too fast."

"They sent advance teams to recover their officer," the Jedi said, "first we must eliminate their means of escape."

"Yes sir."

Jakoby activated his lightsabers and entered the hangar, the clone troopers following behind him.

The Republic defenders were greeted with V-1 thermal detonators.

"You throw like a wounded Hutt," Jakoby dodged a detonator tossed by OOM-8. The clones that accompanied the Jedi were not as agile or lucky as their leader.

The marine battle droids attacked with RD-4 radiation launchers, E-60R rocket launchers and E-5 shotguns, not something the Jedi could easily defend against.

OOM-8 tossed his last V-1, but still failed to kill the Jedi.

"Looks like your all out of thermal detonators, I doubt you're going to kill me with that little pistol," Jakoby mocked OOM-8's SE-14.

"Shut your talk hole, I'm not finished yet!" OOM-8 kicked open a crate and dozens of thermal detonators spilled across the hanger. Obi-wan Jakoby was frozen in disbelief.

"You wouldn't dare," the hooded Jedi said.

OOM-8 shot one of the explosives and set off a chain reaction that set half of the hanger ablaze, the half the clones were fighting from. Jakoby was thrown back. The Jedi was barely able to escape alive.

Obi-wan Jakoby pulled back from the hangar and ran into a new group of droids. The Jedi's green lightsaber clashed against a ZK-III battle-axe.

"What's this?" Jakoby was surprised by the weapon the HouseKarl battle droid wielded. The Jedi snapped his blue shoto lightsaber to life but before he could make a strike against the HouseKarl a Z1 battle droid came in with a RW-B power war-hammer and nearly flattened Jakoby.

"When did you fools start using war-hammers?"

"We've been using them for some time now, there's just no one left alive to tell about it," the black droid answered.

A few sudden blasts from KLO-657's precision SE-14 blaster pistol and Jakoby had to back off. The Jedi noticed Zako was with the droids as they ran past him for the shuttles. Jakoby knew this would happen, he knew he shouldn't have left the officer alone.

Jakoby tired to pursue, but the attacks from the droids kept him at bay. The droids all loaded up into the Sheathipede shuttles and left the Venator's hangar.

"You're not getting away that easy," Jakoby made a jump and landed on the roof of one of the transports.

The shuttles started towards the _Karajor_. A Vulture droid being chased by two V-19 Torrent fighters nearly slammed into the shuttle group.

A MAF flew over the shuttles and opened its back hatch. General OOM-9 dropped out and landed on the roof of the Sheathipede shuttle that Jakoby was on.

"I've observed you and your clone army fight all day," OOM-9 activated his ZK-II war-axe, "judging from that, I calculated that you'd pull off a stunt like this."

"Then you're a bigger fool than I thought," Jakoby laughed, "why would you try to stop me personally?"

"I'm not alone," OOM-9 explained. The MAF had turned around again and this time GD-79 dropped onto the shuttle, the grapple droid's weight making the ship rock slightly.

"Not you again," Jakoby blocked GD-79's first strike. The Jedi then had to turn around and quickly block OOM-9's axe.

"I have no time for this. I'll do this the easy way," Jakoby tried to lift the two droids with the Force, but found they wouldn't budge.

"We magnetized, how to you think we're keeping our balance on this ship?" OOM-9 asked over the roar of laser fire as the _Droid Collector_ and _Karajor_ tried to destroy one another.

"That won't save you from my lightsabers!"

OOM-9 and GD-79 continued to dual Jakoby until the shuttles landed in the _Karajor_'s hangar. Jakoby then leapt off the roof of the shuttle and landed on the hangar deck.

Commander OOM-8, the HouseKarls, special ops, and marine battle droids left the shuttles. Security and pilot droids stationed in the hangar rushed over towards the Jedi, weapons drawn.

Jakoby backed up against the edge of the hangar, but the droids didn't attack yet.

"You'll never take me alive," Jakoby stated.

"That's the idea," OOM-9 gave a hand signal.

The droids all fired. Jakoby back flipped out of the hangar, and landed in a passing LAAT/i gunship. The battle droids kept firing, but the Jedi had escaped.

Minutes after Jakoby had escaped the _Karajor_, the Republic finally withdrew from Breeka, the Venators and Acclamators fleeing to hyperspace. The CIS didn't follow.

* * *

**Author's Note:** The planet Breeka is mentioned in X-wing Rogue Squadron: The Warrior Princess.

I would like to mention that GD-79 and all grapple battle droids up to this point are the B1 grapple battle droids from the video game Star Wars Episode I: Jedi Power Battles. The B2 super grapple battle droid from the Star Wars Episode III: Revenge of the Sith video game has yet to appear in this story.


	36. Extraction on Tatooine

**Chapter 36: Extraction on Tatooine **

"Zako is a superior technician. You're too rough," 3B3-888 complained about the quality of Katen's maintenance abilities.

"Stop being such a baby, Sarge." Katen shoved 3B3-888's left arm back into its socket. "If you hadn't gotten your ass kicked on Breeka, you wouldn't be in this situation now."

"Wait…you put my arm in backwards!" 3B3-888 complained, "only a moron like you would make such a stupid mistake."

"I wish I'd accidentally mute you," Katen grumbled. 3B3-888 was in a particularly nasty mood. Z23-Y75, TH-1066, 8EX, 5TE, and the other droids that had been defeated and repaired didn't have such a visceral attitude as the B1 battle droid did regarding the situation.

Commander Zako walked into the repair ward. A pair of OX9 worker droids walked in after him. The two labor units were pushing a cart with a scrapped droid lying on it. Zako had gone back to Raxus Prime to retrieve the peculiar droid he had seen lying in the wreckage.

"There you are," 3B3-888 said with anger and frustration in his voice, "I'm standing here in pieces and you're playing with junk protocol droids that have been lying around Raxus Prime for who knows how long!"

"Looks like Ashley's taking care of you," Karl Zako turned to look at the B1 battle droid. The human commander was not his usual self anymore; he had gone for too long without medical attention and ended up losing his left eye completely. Dr. Quartz had replaced it with a cybernetic one.

"And doing a horrible job. You get over here and fix me."

"If she's really that bad then she needs the practice."

"Stop whining," Katen told the B1 battle droid.

"Don't you tell me to stop whining," 3B3-888 turned back to Ashley, "you get blown to pieces in battle and then incorrectly reassembled afterward and see how you feel!"

"OOM-9 didn't whine this much when he was blown to pieces on Abridon." Katen popped the droid's arm back out and put it in correctly.

"OOM-9 was properly reassembled."

"Look, will you just knock it off already?" Katen was becoming upset, "I know I'm out of practice but it's been a while since we've taken this much damage. That Jedi and his clones back on Breeka were tough. But none of that would of happened if Karl hadn't screwed up back on Raxus Prime," Katen pointed accusingly.

"Don't you blame this on me," Zako glared. With his new eye, the commander was able to give quite an imposing stare now. Zako's iris and pupil were now purple. The sclera of his left eye was jet black. Dr. Quartz had made no attempt to try and give Zako a natural looking eye. The commander had the appearance of an evil-looking cyborg, though technically now he was a cyborg.

"Enough of this pointless bickering," Z23-Y75 cut in, "we're all at fault." The command droid had his face cut in half by the Jedi's lightsaber. The droid was lucky his brain was left intact. No one could find where the rest of his face was and Dr. Quartz had fashioned a black-colored replacement.

"No, the Jedi's at fault," Katen grumbled, "not us."

3B3-888 moved his arm around and flexed his fingers. Once he was satisfied that his arm was working properly, he punched Katen in the arm. The sound of 3B3-888's metal fist striking Katen's arm was audible for all to hear, and it was quite clear that 3B3-888 was being rougher than was appropriate.

"Ow," Katen yelped. She gave the B1 battle droid an icy stare, but did nothing to further fuel the fires of their bickering.

* * *

OOM-9 was conversing with OOM-8 on the command bridge of the _Magna Musai_ when Dr. Gatling Quartz came to see him.

"General, I need to speak with you."

"What is it, Doctor?"

"A colleague of mine has contacted me. He is interested in the possibility of becoming under your employ."

"Can this wait?" OOM-8 asked, "we are busy at the moment."

"No. My colleague wishes to be collected as soon as possible. He believes that his secret laboratory has been discovered. I know you're busy with repairs to your army, but this will only require a small group."

"Why doesn't he just come to us?" OOM-8 asked.

"He wants you to pack up his lab so he can take it with him," the Skakoan scientist explained.

The two command droids exchanged glances with each other before looking back at the doctor.

"I highly recommend you acquire him," Quartz continued, "that last battle you fought was difficult, but if you recruit my colleague, you will gain a powerful new asset. He has a certain skill set that you will find very interesting…"

"Very well, Doctor. Since you've given him such a glowing recommendation, I'll round up a team and we'll leave at once," OOM-9 declared.

* * *

The homing beacon aboard the Techno Union ship provided Obi-wan Jakoby with a unique opportunity. Now the Jedi could track OOM-9's movements and decide when to strike. Of course, there was the assumption that the particular Techno Union ship being tracked stayed with the rest of the fleet. General Jakoby thought it would.

The homing beacon had shown that the ship, and presumably the rest of the fleet, had gone to the Zalost system.

"The Zalost system?" Ace studied the information provided on the readouts. "That's in the middle of nowhere."

"It is a known Separatist system," Klo Toon stated.

"So why don't we attack?" Ace asked. "We should strike them while they're reeling from the last battle."

"No," Jakoby answered. The Jedi knew Ace had the mind of an elite commando, but the clone was no strategist. "We already know the Zalost system is a threat to the Republic. We must be patient and wait for the homing beacon to reveal the unknown to us. That is when we will strike."

"Understood, Sir."

"Look," Klo Toon exclaimed, "the ship is moving out of the system. The computer puts their projected path to the…. planet Tatooine…"

"What are they going there for?" Ace asked, "the Seppies and the Hutts aren't exactly friendly with one another."

"You see," Jakoby smiled, "a little patience pays off. Captain, set a course for Tatooine."

"Right away, General."

* * *

The Techno Union ship the _Pestilence_ dropped out of hyperspace above Tatooine. The _Pestilence_ was on its own, no other ships of the 8th Fleet accompanied it. A team of battle droids and worker droids was hastily assembled and left immediately. OOM-9 had other things to worry about and wanted this over as quickly as possible.

The ship cut through the cloudless sky and touched down on Tatooine at the coordinates Dr. Quartz had specified. They had landed at a tall mountain ending in a plateau, there wasn't much room for the massive starship, but it managed the landing.

The CIS troops started piling out, General OOM-9 and Dr. Quartz at the front of the pack. The scalding hot air made no difference to OOM-9 and the other droids, though Katen and Zako were visibly agitated by the new environment. If the heat bothered Dr. Quartz, no one could tell.

"It's so hot," Zako complained.

"But it's a dry heat," Katen chided.

"Shut up."

"Both of you be quiet," OOM-9 told the two humans.

The group approached the massive doorway to the sole building sitting on the mountain.

"No one here to greet us?" Katen asked, "I thought he knew we were coming."

A TT-8L gatekeeper droid popped out of its hidden socket in the wall and warbled in an alien language. The TT-8L was little more than a droid eye mounted on a stalk that jutted out from the wall.

"You know who we are," Dr. Quartz took and few steps forward and angrily pointed at the droid, "how many other Skakoans could possibly be wandering around this dust ball of a planet."

The droid laughed and receded back into its socket. With the droid gone, the doors began to open. It was shadowy and hard to see inside.

A tall figure emerged from the darkness. An Ithorian dressed in black clothes with dull red trim.

"Doctor Destroyer," Dr. Quartz addressed the Ithorian.

"Doctor Gatling Quartz, how good to see you again," the Ithorian said, "how have things been?"

"Good. Very good. And this is…"

"General OOM-9," Dr. Destroyer stated before Quartz could finish. "I have heard a lot about you. It was not easy information to come across, however. You are surprisingly obscure in the Galaxy. Considering your success, one would think you would be more well-known, even for a droid."

"True," OOM-9 answered, "but I can use my obscurity to my advantage. My opponents rarely know what they are dealing with until it's too late."

"Yes, you are very clever."

"Care to explain your sudden need to abandon your base?"

"I believe that the Hutts may have figured out that I am here. That, and the local savages have finally built up the courage to finally try and expel me from the area. I apologize for my abrupt request, I hope you did not have to travel too far."

"It is not a problem, Doctor," OOM-9 said, "but I recommend we start loading your equipment onto my ship immediately if you wish to avoid the possibility of confrontation."

"Yes, excellent advice. If you would follow me."

OOM-9, Dr. Quartz, SSA-719 and a herd of OX9 and SRT droids started filing into the brown building. Zako, Katen, 3B3-888, DSD-08 and the battle droids stood guard outside.

As OOM-9's group walked they started to pass the standard lab equipment any mad scientist would own. The silver light provided by the lamps and machinery contrasted with the dingy brown floor. The Ithorian's PK worker droids were already busy packing things away. There were also several different kinds of animals locked in cages. If the lab stank, no one in the group could tell: Dr. Quartz was locked up in his pressure suit, the battle droids lacked olfactory sensors, and Dr. Destroyer was likely used to any such smells if they indeed infested the area.

"What exactly do you do here, Doctor?" OOM-9 asked.

"I create. I destroy. I work to provide the Galaxy with entertainment," Dr. Destroyer said, "but most importantly, I'm working to save all life in the Galaxy. I believe with your help, I stand a better chance of success."

OOM-9 was annoyed at Dr. Destroyer's rather cryptically poetic answer. But of course there was also the chance that the Ithorian was being literal.

* * *

Outside the laboratory, the military drones of OOM-9's group were bored. Since combat was highly unlikely, Katen and Zako were just milling about in their officer uniforms rather than their combat armor. It was midday and the skies were clear, if any enemies approached the CIS would easily spot them.

"I see the savages down there," Katen peered at the Sand People gathering below through a pair of electrobinoculars. The CIS was far too high up for the Sand People to actually start attacking them.

"Let me see," 3B3-888 swiped the electrobinoculars from Katen. The B1 battle droid was still in a sour mood, and had been throwing the blunt of his malice at Katen for having momentarily reassembled him incorrectly.

"You're welcome," Katen huffed as she let the droid have a look. When it was clear that 3B3-888 was not going to acknowledge her, Katen left the grumpy B1 battle droid and went over to where Commander Zako and DSD-08 were conversing.

"Well, I can see what we can do about that," Zako said to the dwarf spider droid.

DSD-08 beeped back, but Katen only partly understood what he was saying. The pair were conversing half through normal speech and half through the Separatist Droid Network, leaving Katen to only catch part of what DSD-08 had said.

"What's going on?" Katen asked, "you boys trying to keep me out of the conversation?"

"No…" Zako said, "it's just practice, to make sure everything is working properly," the officer poked at the side of his head three times. Zako's new cybernetic eye gave him a minor connection to the Separatist Droid Network. The human officer could now wirelessly send and receive messages with other CIS droids without talking and without the need of extra communication equipment.

"Well stop it. I wanna know what you guys are talking about," Katen demanded.

"DSD-08 was just asking if we could try and install Battlefront to his memory core."

"Oh… I heard that game was good," Katen said.

"Of course you did, you heard it from me!" Zako said, "I preordered it and got it the first day it came out! What do you think I've been doing in my free time?"

"Oh yeah… I forgot."

"What is with you today, Ashley?"

"3B3-888 is being so mean to me."

"You did put his arm in wrong."

"So? It's not like I didn't immediately fix the problem."

"He's just having a bad day. I think most of us are."

"Aircraft approaching, I can't tell if they're ours or not," 3B3-888 informed the others as he observed a group of distant specs with his electrobinoculars.

"All right, I'll call it in to OOM-9," Zako said.

* * *

It only took OOM-9 a moment to exit the lab and return to his troops.

"All right, prepare to attack," OOM-9 ordered. Katen waved three dwarf spider droids to their assigned defensive positions on the mesa. Zako picked out an E-5s sniper rifle to use. His new cybernetic eye could link up with the sniper rifle and he could use it without any additional targeting equipment. The E-5s model was made specifically for battle droids, and the human CIS snipers that used them had to also use special targeting goggles to link them up with the rifles, but Zako had no need for the extra equipment now.

"What if its one of ours?" 3B3-888 asked.

"We have no reinforcements scheduled for this time and they're not reporting in. They must be hostiles," OOM-9 explained to his subordinate.

"Come on boys, get into position," Katen urged a group of crab droids that was moving slower than she would have liked.

"You were right, General. Eight Republic gunships, four infantry carriers and four vehicle carriers," 3B3-888 could make out the ships now.

* * *

It was a small attack group, but it was originally meant to scout the enemy, not engage. The Republic did not realize that the _Pestilence_ had come to Tatooine all by itself. Inside one of the LAAT/i gunships was General Jakoby.

"There is only one Techno Union ship. They may try to flee. I want double patrols of Torrent fighters up there," Obi-wan Jakoby told the captain of the Venator star destroyer the _Droid Collector_.

"Understood, General. Jabba the Hutt is sending ground forces to assist you," the holographic Klo Toon explained to Jakoby.

"Don't worry we'll be able to handle ourselves," Obi-wan Jakoby said to the hologram. The Jedi was not particularly keen on working with the Hutts and their goons.

"Scans indicate a hidden landing platform on the opposite side of the mountain," Captain Toon continued.

"Using the back door isn't going to help us if they know that's where were coming," Jakoby stated. The Jedi activated his imagecaster and a small image of clone commando Ace appeared. Jakoby's four favored clone commandos were riding in a separate gunship from their Jedi leader.

"What are your orders, General?" the elite commando asked.

"Ace, I want you and your squad to take your gunship and go around the back. There is a hidden landing platform on the other side of the mountain. I want you to hit them from behind. We'll keep their attention at us as best we can."

"Yes sir." The small image of the clone commando dissipated.

A loud nearby explosion shook Jakoby's gunship. A dwarf spider droid managed to shoot down one of the LAAT/i gunships.

* * *

"Good shot DSD-08!" Katen patted the head of the spider droid, who beeped gleefully in response for being recognized for his accomplishment.

"Put us down near the base of the mountain," Jakoby told the clone pilot, "if we try for the top they are going to blast us all to hell."

The Republic gunships deployed their infantry and walkers on the ground below, still under fire from the droids on the mesa. Despite there being two AT-TEs and two clone scout walkers in the group, the Sand People did not flee. Armed desert skiffs sent by Jabba advanced toward the mountain.

"General," 3B3-888 said, "you're going to love this."

"What is it, Sergeant?"

"It's that Jedi again. The one from Breeka. He's here." 3B3-888 watched as Jakoby deflected incoming blaster fire and led his clones and walkers to the base of the mountain.

"How did he find us?" Katen asked.

"Maybe the Hutts saw us come down to the planet," Zako offered as he fired his sniper rifle.

"He showed up too quickly. One of his clones must have gotten a tracking device on the _Pestilence_ during the previous battle," OOM-9 said.

"Fine with me," 3B3-888 said, "now we can kill that Jedi and be done with it."

"Zako, I am leaving you in command," the droid general said as OX9 worker droids secured the Skg-1 scorpion walker backpack onto OOM-9. "I'm going to take care of that Jedi myself."

OOM-9 knew the last time he had used the Skg-1 walker attachment things hadn't gone so well for him but it was time to give it another try. The four mechanical legs lifted OOM-9 off the ground, and the command droid led a small squad of crab droids, dwarf spider droids, and octuptarra droids down the mountain.

The war cry of the Tusken Raiders rang out. Down below the fight was devolving into a disaster. The Sand People had started attacking both Jabba's thugs and Jakoby's clone troopers.

"This is so much fun!" Katen exclaimed, "we have three different armies to shoot at!"

"Concentrate fire on the skiffs first," Zako ordered as he fired his BAW E-5s sniper rifle.

"You just have to kill the fun don't ya, Karl?" Katen responded.

"Shut up and follow my orders, Ashley!"

* * *

The clones made a mad dash for the base of the nearly perfect vertical mountain. "Fire ascension cables!" Jakoby said. Tethered by their lifelines, the clone soldiers started scaling up the mountain, followed by the two AT-TEs and two clone scout walkers. Jakoby even had his own blaster with a cable; he knew he would need it the moment he had ordered the gunship to dive down away from the mountaintop.

"Not that tired old trick again," OOM-9 said as he led his force of dwarf spider droids, crab droids, and octuptarra droids further down the vertical incline. Battle droids, super battle droids, and three dwarf spider droids, led by Zako, supported them from the edge of the mesa. Upon the enemy getting in so close, 3B3-888 handed his electrobinoculars to a waiting PK droid and detached his E-5 blaster from his backpack.

"Destroy those walkers!" OOM-9 said and his multi-legged droids responded by focusing their fire and destroying one of the two AT-TEs. The concentrated fire brought the unfortunate AT-TE tumbling back down the mountain, scraping loose large swaths of dust and rocks as it went plummeting downward.

The remaining AT-TE responded by trying to shoot OOM-9 off the mountain, but the battle droid was able to avoid the attack.

* * *

The LAAT gunship flew the opposite side of the mountain to land on a hidden platform. Three shielded droidekas waited for it. Despite the heavy fire, the four clone commandos left the gunship to fight the murderous droids.

"Don't the clankers know they're not supposed to guard hidden entrances?" Kicker whined.

A pair of EMP grenades deprived the droidekas of their personal shields. With their primary defense gone, the three destroyer droids were no match for Kicker's anti-armor attachment.

"Jack, get this door open!" Ace barked.

"Yes sir."

* * *

The GAR tirelessly continued up the slant. Obi-wan Jakoby was trying his best to deflect blaster bolts away from himself; though it was difficult using only his shoto lightsaber as his other hand was gripped on the gun that he was using to cable his way up the mountain. Zako continuously sniped at him with his rifle and Katen with her pistol. The double team was too much to handle so Jakoby swung over to the remaining AT-TE and landed on its cockpit. The Jedi abandoned his DC-15 rifle and activated his other lightsaber. The Jedi concentrated on blocking blaster shots as they whizzed toward the walker. Jakoby knew if he lost the other AT-TE the fight would be considerably more difficult for his clones.

OOM-9 drew a lot of fire from the walkers. General Jakoby and his clones had never seen an Skg-1 Scorpion walker backpack before, and it clearly made OOM-9 look like the leader of the droid forces. Though OOM-9 was not an easy target, the four dull gray metal legs could easily scuttle from side to side and avoid the incoming heavy fire from the AT-TE and clone scout walkers. Violet lasers rained down from the guns implanted in the Scorpion walker's claws and tail cannon.

A descending dwarf spider droid and crab droid used their charge shot capability together and managed to shoot the gunner off the AT-TE's main cannon.

The fighters on the mountain continued to attack each other when four STAPs led by Lieutenant KJZ-8267 approached from the side. Cannons firing, the agile craft killed several clones and dislodged a scout walker on their first pass.

The STAPs swung around again, this time firing at the remaining AT-TE. Jakoby deflected the few blaster bolts that came near him, but it was clear that the droids were smart enough to aim at the walker's legs rather than at the Jedi.

The next time the STAPs came around Jakoby managed a mighty Force jump that landed him on KJZ-8267's platform. The two wrestled for a moment, the STAP spinning upward, barely still in the droid's control. Each was trying to knock the other away before the Jedi sent the pilot droid falling.

OOM-9 looked up and managed to snag KJZ-8267 with one of his claws before the pilot droid fell any further.

"Destroy that Jedi! Shoot him down!" OOM-9 yelled.

Jakoby took off with the stolen STAP, heading right up the mountainside. Several of the spider and crab droids tried to blast the Jedi as he zipped by, all the shots missing their mark.

"Here he comes!" Major Katen warned the droids at the top. None of the droids stationed at the top could lock on to Jakoby either. Zako's cybernetic eye focused in on the target, the purple circle making quick jerking movements against on ocean of black. Zako got a lock and fired his sniper rifle. The red beam soared straight and true, striking the STAP's right engine.

Jakoby leaped from the wrecked vehicle, the momentum from the STAP pushed Jakoby's Force leap clear to the top of the mountain and over the heads of the CIS defenders. The Jedi made a clean landing on his feet.

The B1 and B2 battle droids started to turn around to greet the Jedi.

"I'll take care of him," Katen grabbed her electrostaff that had been lying up against a supply crate that hadn't been loaded onto the ship yet.

The droids paused, waiting for Zako to give the final word.

"8EX, 5TE, go help her. Everyone else keep shooting the clones! We have to support the General!"

* * *

"The destroyer droids I sent to guard the rear entrance are not reporting in anymore," Captain SSA-719 informed Dr. Destroyer and Dr. Quartz.

"We aren't finished packing up yet," Dr. Quartz told the droid captain.

"I'll go check it out," the security droid unhooked the E-5 rifle from his back, "you four, come with me," SSA-719 told four E4 baron droids.

* * *

The clone commandos had gotten into the rear of the laboratory storage area but were suddenly held up when SSA-719 and his squad of baron droids showed up. Blue and red lasers whipped around the room, many of them finding their intended targets. But the clone commandos and E4 baron droids were both durable and neither group would go down easily.

A few EMP grenades later and the clones were clearing winning the firefight so SSA-719 slipped to the back of the storage room and flipped off the light switch. The clones activated their headlights and the baron droids projected lights from their photoceptors. Able to see all the combatants but not emitting any light himself gave SSA-719 an advantage.

The clones managed to destroy all the baron droids but before they could turn their firearms on the droid captain, the security battle droid released a green, glowing, nexu from its cage. The mutated animal let out its characteristic cry and leaped onto a wall, apparently able to stick to it. The feline monster spit acid from out of its mouth, hitting Tai in the chest. The unfortunate clone quickly tore off his armor before the acid ate through to his flesh. Ace blew up the nexu, spewing acidic blood around the room. SSA-719 cut his losses and ran out of the room, locking the door behind him. Jack carefully made his way about the acid filled room and started to slice into the locked door.

* * *

"Suck a lightsaber," Katen hissed at Jakoby.

"I think you'd be better at that," the Jedi retorted.

Jakoby and Katen were evenly matched, though with 8EX and 5TE also shooting at him; Jakoby was slowly having to back away. The problem was that the three Separatist fighters were actually pushing the Jedi _toward_ the entrance to the laboratory. It was still better than pushing the Jedi towards the rear of Zako and 3B3-888's group but Katen knew the Jedi might bolt from the fight and try to cause a mess in the laboratory. Katen would have ordered the door sealed if she could, but the Separatists didn't have any wireless access to the controls and the gatekeeper droid seemed uninterested in helping out.

"General Jakoby, you'll pay for what you did to me on Breeka," 8EX let loose a wrist rocket.

"How do you know my name?"

"Maybe you shouldn't go mouthing off about yourself during battle," Katen thrust her electrostaff forward, "we know who you are."

"Doesn't matter what you know, Ashley Katen. You still can't beat me."

"How do you know my name?"

"I did manage to pry some information out of Commander Zako. That weak-minded f-"

Katen went for a killing blow, cutting short Jakoby's taunting. The Jedi avoided the strike, turned around and bolted for the interior of the laboratory, laughing as he went.

Jakoby ran past several worker droids still carrying equipment out of the building. The Jedi completely ignored them, they weren't important. Obi-wan Jakoby had no idea what the droids were after or what his target was, but he had a very strong feeling he was about to find out.

A split second later and the Jedi had his answer. The human Jedi had come face to face with a Skakoan, an Ithorian, and a security battle droid. Jakoby didn't know who the Ithorian was and didn't care who the security droid was but he had a good idea of the Skakoan's name. Skakoans rarely traveled outside their home system and these particular Separatists had access to some rather unique and deadly weaponry.

"Ah, the infamous Dr. Gatling Quartz. It seems the accusations from Kuat Drive Yards were correct; you are working with the Separatists. The Republic is going to charge you with a few war crimes once I bring you in," Jakoby said with a smug smile on his face.

"The Republic only wishes to charge me with war crimes because I don't design weapons for them," Quartz cleverly replied. "And if the cowards over at Kuat had any sense or courage, they would have abandoned the Republic as well."

"This lab is an affront to morality," Jakoby declared as he looked around.

"I've got your affront to morality right here," Dr. Quartz fired on the Jedi with his gatling gauntlet. Countless green lasers spewed forth at the Jedi, but all were deflected by Jakoby's dual lightsabers.

Jakoby threw himself far to the left, temporarily giving himself some relief from Quartz's surprisingly dangerous weapon. The Jedi burst forward, intending the deprive Quartz of his entire arm, but was caught in the path of red blaster fire and had to change direction again.

"I am your opponent," SSA-719 fired as he ran at the Jedi Weapon Master.

Jakoby was too preoccupied with deflecting all the blaster bolts that SSA-719 was able to run right up and kick Jakoby right under his left knee. Metal against flesh and cartilage did not go well in Jakoby's favor and the Jedi stumbled back, yet was still able to keep deflected all the shots SSA-719 threw at him.

The door was finally cut through and the clone commandos joined with their Jedi general. SSA-719 and Quartz kept firing until the Ithorian suddenly got in their line of fire and they stopped shooting.

General Jakoby didn't know what the foolish Ithorian thought he was doing but he wasn't going to give him time to do it.

Before Jakoby could act with his own attack, violet lightning suddenly erupted from the Ithorian's hands. Jakoby was barely able to bring up his lightsabers to block it in time. The electric blast was so powerful it still managed to knock Jakoby off his feet and send him hurling into his squad of clones.

Captain SSA-719 and the two scientists were quick to flee, the commandos trying to kill them as they ran away.

"What was that?" Kicker got up from the floor.

"Force lightning," Jakoby answered. The Jedi sat on the floor for a second, too tired to get back up right away.

"Do Jedi use such powers?" Jack asked, "I've never seen a Jedi do that in battle before."

"I don't know what he is," Jakoby replied.

"A traitor? A Sith Lord?" Ace offered.

"I don't know. But I didn't detect his presence, nothing at all. I had no idea that Ithorian could use the Force. He must be the one the droids came for; we didn't fight him back on Breeka. We can't let him get away."

"Yes sir!"

* * *

SSA-719 and the scientists soon ran into Katen and the super battle droids.

"The Jedi?" Katen asked.

"Is still alive," SSA-719 answered.

"What are we waiting for? Let's go get him!"

"No!" SSA-719 grabbed Katen by the arm. "We don't know how many more enemy reinforcements are coming our way. We need to leave…now."

"Fine."

They turned and continued to leave, passing a gigantic purple mantis still in its cage.

"I apologize that we failed in evacuating all of your property," SSA-719 offered an apology to Dr. Destroyer.

"It's quite alright," the Ithorian open the cage with the Force. The giant bug turned and left down toward where the Jedi and clones were. "The most important data is away on your ship, and that's all that really matters."

The group then ushered the last of the worker droids out of the laboratory and back toward the _Pestilence_.

Having killed all the clones and walkers, OOM-9 and his team had scaled back up the mountain.

"Where is the Jedi?" OOM-9 demanded.

"Still in the lab, General. We weren't able to kill him," SSA-719 answered.

OOM-9 checked for all the signals of the droids, everyone except for three droidekas and four baron droids were present and accounted for. "Alright, everyone get aboard. We are done here."

* * *

"What do we have here…" Jack wondered.

"Looks like we're in for a bug fight," Kicker said with an ounce of glee in his voice.

"Hold your fire," Jakoby hissed at his troopers before they could shoot. The Jedi held out his hand towards the bug and closed his eyes. The colossal mantis seemed to suddenly become enamored by Jakoby's outstretched hand. Its vicious red eyes followed the small human hand. Jakoby made a sweeping motion to pointed further back in the lab where the clones had came from. The purple mantis followed the motion and left the Republic troops in peace.

With the mantis out of the way, the Jedi and his commandos continued their pursuit of the fleeing Separatists.

The CIS troops had all loaded up on the Techno Union ship just as Jakoby and his commandos had left the darkness of the laboratory and were suddenly bathed in the harsh sunlight of Tatooine's twin suns.

"Uh oh…" Tai said.

"Back! Get back to lab!" Jakoby yelled as the ship's engines began to come alive. The _Pestilence_ launched into the air, nearly frying the Jedi and his four clones in the process.

Once it was clear they were still alive, Kicker let out a sigh of frustration.

"They got away again," Tai grumbled.

"Not yet, the _Droid Collector_ may still catch them," Jakoby said. The Jedi didn't sound confident in his statement.

* * *

Two OX9 worker droids were removing the Scorpion walker attachment from OOM-9's back when SSA-719 approached to have a word in private.

"General," SSA-719 kept his voice down, though he was loud enough for KJZ-8267 and a few nearby droids to still hear. "I saw the Ithorian use the Force against the enemy Jedi."

"That is interesting. It is a good thing he is on our side. I am going to have a very interesting talk with Dr. Destroyer when we are out of here."

"General," 5TE interrupted, "we have enemy fighters moving to intercept us."

"Man the turrets," OOM-9 commanded.

"They are already ready," the B2 battle droid stated, "they are at your command."

Four V-19 Torrent fighters moved in on the _Pestilence_ as it left Tatooine's atmosphere.

"I'll take this one," OOM-9 relieved a B1 battle droid from his turret. The battle droid general didn't want to miss out on the fun.

"Enemy fighters in range in twelve seconds," a droid voice over the comm system stated.

"Open the viewports," OOM-9 commanded. Several hatches slid open sideways to reveal multiple openings around the hull of the _Pestilence_. QK-1 gatling turrets now had a view of the surrounding area. QK-1s were powerful six-barreled turrets operated by a hand crank that were recently devised by Dr. Quartz and installed on all of the _Hardcell_-class ships in the 8th Fleet. Shields prevented the _Pestilence_'s passengers from being sucked into the unforgiving void space.

"Enemy in firing range," the loudspeaker announced.

"Open fire," OOM-9 ordered.

* * *

"Break attack formation," the clone pilot Screwball ordered his small squadron. Screwball knew his small patrol squadron wouldn't be enough to take down a Hardcell interstellar transport, but they had to try anyway. For the clone pilots, it was all a waiting game until the _Droid Collector_ could catch up.

The Torrent fighters broke away to different directions, though Screwball tackled the large ship head on, sprayed a few blue lasers across its dull gray hull. Screwball quickly peeled away as a stream of violet lasers tried to track his fighter.

"They're coming in too fast," Katen complained as she failed to successfully target the Torrent that had just sprayed the _Pestilence_ with laser fire.

"Quartz promised me these turrets could track starfighters," OOM-9 turned the hand crack, sending violet death towards another fighter. The fighter escaped OOM-9's wrath but the droid general swung the gun far right and managed to blast one the Torrents to smithereens. Dr. Quartz had certainly delivered on the promise of the turret's power, the V-19 Torrent was destroyed instantly.

"Stay alert, this Hardcell has been upgraded with defensive turrets," Screwball told the two remaining pilots.

"They have turrets all around the main hull," another pilot spoke up, "there's no blind spot unless we…"

"No," Screwball cut in, "if we trail directly behind them they may flash us with their engines. Keep up evasive maneuvers."

"Yes sir."

Another Torrent blew up. This time KJZ-8267 was the killer.

"There's still two more of them out there," Katen said.

"Yes Major, we can count on our own," 3B3-888 replied.

Screwball and his last remaining wingman regrouped in a two-fighter formation and both swooped down for a double team on the _Pestilence_'s fuel cells.

"Shields holding at ninety-two percent," the loudspeaker informed the _Pestilence_'s occupants.

Zako was enjoying himself whether he hit a fighter or not. The violet lasers emanating from his turret forced the two Torrents to break formation, though one of the fighters was unlucky enough to evade Zako's laser fire only to fly right into 3B3-888's stream of death blasts.

With only one left, Katen focused herself, determined to shoot down at least one fighter. She saw her chance and fired, only to miss.

Screwball turned tail and fled for the _Droid Collector_, which was drawing closer to the _Pestilence_. The Separatist ship disappeared into hyperspace before the Venator star destroyer could reach it.

* * *

From the viewport on the _Droid Collector_'s command bridge, Captain Klo Toon had witnessed the ship's escape. The Kel Dor took a few steps forward and the bridge crew was suddenly silent.

"The General is not going to be happy about this," Toon shook his head. The Kel Dor had a feeling that now they had lost the element of surprise the homing beacon offered, Obi-wan Jakoby would order a direct and immediate attack on whatever planet the Hardcell transport had just fled to.

* * *

**Author's Note:** Commander Zako's new left eye is meant to resemble the eye of the Zako Soldiers from SD Gundam Force. I thought it was appropriate since he is named after them. I tried to foreshadow Zako getting a cybernetic eye back in Chapter 27: The HouseKarl Battle Droids, where the commander was the one assigned to protect Baroness Zada Zincer, and asks her about her cybernetic eye.

The game Battlefront mentioned in this chapter is the in-universe equivalent to the videogame Star Wars: Battlefront.

The purple mantis that appears in this chapter is from the videogame Super Star Wars: Return of the Jedi. The purple mantis certainly does not look like it is a native animal to Tatooine, more likely it is an invasive species. This is similar to Chapter 1 where the acklays are let loose upon Felucia as a result of OOM-9's actions.

I came up with the QK-1 gatling turret on my own, though it was inspired by the AG-2G quad laser cannons on the _Millennium Falcon_.


	37. Battle of Zalost Prime

**Chapter 37: Battle of Zalost Prime **

"I'm sick of fighting these droids on desert worlds. First Breeka, then Tatooine, I swear if those clankers flee to Geonosis I'm gonna kill them all," Kicker complained.

"They repelled us on Breeka, they escaped from us on Tatooine, and now we may be heading to our doom at the hands of ridiculously over-skilled battle droids… and you're whining about if we head off to another desert planet?" Jack asked.

"Stow that complaining! You're elite commandos, start acting like it," Ace snapped. Kicker and Jack immediately fell silent.

"It appears that they've fled back to the Zalost system," Captain Klo Toon stated in a calm, almost dismissive voice. The Kel Dor didn't have the displeasure of fighting the battle droids firsthand and therefore did not look forward to the next engagement with any sense of dread. Being a Kel Dor, Klo Toon required a specialized breathing mask to protect him in oxygen-rich environments. Merely standing in the command bridge of his Venator star destroyer was a risk. Nearly all of the _Droid Collector_'s staff was human, expect for its captain. If his mask malfunctioned and failed, Toon was as good as dead. Considering his own situation, Klo had little sympathy for the clone commandos.

"The tracking beacon should still be aboard their ship," General Jakoby crossed his arms, "what do you mean by 'appears?'"

"They haven't reached their destination yet," Toon explained, "but taking into consideration known hyperspace routes and their last known trajectory coupled with the fact that they were in the Zalost system before they went to Tatooine, they are likely heading towards the planet Zalost Prime." The Kel Dor tapped a few keys and a holographic representation of the planet emerged.

"Then alert the fleet, we depart for Zalost Prime immediately," Jakoby ordered, "the faster we arrive, they less time they have to prepare an adequate defense. They have to know I would follow them."

"General," Klo Toon smoothed out a wrinkle in his uniform before continuing, "there is the possibility that Zalost Prime was not their intended target and they were just patching a set of Separatist coordinates in order to escape the _Droid Collector_ as quickly as possible."

"If that happens then we'll take Zalost Prime anyway and goad them into trying to take it back. If those droids and their annoying humans don't come and try to reclaim it, maybe General Grievous will. Any way it works out, I'm going to demolish someone," Jakoby's answer was swift. It was apparent the Jedi had everything planned out. What was unsettling was that the Jedi's actions seemed partly motivated by anger due to how annoying the CIS had been in their past two engagements. The Republic captain and clone commandos knew enough about the ways of the Jedi to know that the emotion of anger was frowned upon, but no one in the group brought up the issue.

"Our last financial reports, back when the Trade Federation and Zalost system were still a part of the Republic, show that Zalost Prime was the worst economic performer of the system's habitable planets. Unless they've experienced an unheard of economic boom, they should be easy to conquer," Klo Toon said. "We might experience more resistance from the native wildlife than from the civilized population."

"Good. Then carry out my orders, Captain."

The Kel Dor captain nodded, and turned to follow through on the Jedi's instructions.

"As for the rest of you," Jakoby turned to his clone commandos, "I suggest you get some sleep while you can. I need everyone well rested for the upcoming battle."

* * *

The Techno Union ship _Pestilence_ had exited out of hyperspace in front of Zalost Prime. Zalost Prime was a dingy, dull gray and black orb set against the stars. Through the eyes of many organics, it looked to be a desolate and depressing world. If travelers who wandered through the star systems of the Galaxy were asked if they would like to visit such a world based on its outward appearance, they would most certainly turn this planet away.

Battle droids were not concerned with the appearance of the planet. They were used to dull gray, it was often the color of the storage containers they were kept in when not in use for long periods of time, or on the starships they served aboard, starships like the _Pestilence_.

"When were you planning on telling me you had the ability to command the Force?" OOM-9 asked Dr. Destroyer. OOM-9 had to look up when he spoke to the two meter tall Ithorian. OOM-9 was used to having people be the same height as he was (most other battle droids) or shorter (his human officers).

"I wasn't going to keep it a secret from you, General. But I thought this could wait back on Tatooine. We were in a hurry."

"Quite right," OOM-9 nodded in agreement with the lanky Ithorian, but turned and said to the Skakoan, "you on the other hand, should have told me this a lot sooner."

"I thought it would be a pleasant surprise," Dr. Quartz defended his actions.

"Don't be cryptic with me just because you think it's funny. It is important to know your faction's own strengths and weakness before entering a battle," the command droid lectured the scientist. It was clear to OOM-9 that Dr. Quartz did not have the brightest military mind in the Galaxy.

"I didn't know the Republic would track us to Tatooine. I'll be more mindful of keeping you updated in the future," Quartz wanted to get his apology over with quickly and drop the conversation, he was not used to being criticized by the battle droid general.

While Dr. Destroyer's use of the Force had come in handy back on Tatooine, OOM-9 had to admit that Dr. Quartz's admission of information in the first place really hadn't had an affect on the outcome of the mission. OOM-9 and his combat team would have still been able to escape even without the aid of a Force-sensitive Ithorian. The real issue now was how the Ithorian would be utilized in the future.

The _Pestilence_ finally came to a halt when it touched down on the dry, drab dirt that covered Zalost Prime. It was dusk on the side of the planet the Techno Union ship had made contact with, though dusk, night, dawn or day made little difference on Zalost Prime. The ground of Zalost Prime was the most dingy color of gray-brown that a human could see with the visible eye. Other than the agricultural fields the farmers kept, the whole planet was covered in the depressing soil.

OOM-9 and his entourage exited via a long passenger ramp while the other worker and battle droids took the large lift that came down from below the ship's engines. Zako and Katen greeted the planet with smiles, though they were not on their home planet, at least they were in their home system. They had to take whatever they could get; the war had dragged them all over the Galaxy. Of course the droids lacked any sort of way to show expression on their faces, though they were also happy to see the familiar world. The war had taken them to a lot of strange and new places, and it was good to visit a familiar planet every once in a while.

"Are you a Jedi or a Sith?" OOM-9 asked Dr. Destroyer as the group descended down the ramp.

"Neither," the Ithorian promptly answered.

"You are going to have to explain to me exactly what you are. I am not well versed in the history or categorization of Force-users, I mostly just kill them."

"I am precisely what I said I am. I am neither Jedi nor Sith. I am independent of any faction."

"You belong to my faction now," OOM-9 corrected.

When they reached the bottom of the ramp a squad of twelve B2 battle droids and a Neimoidian commander were standing at attention to greet them. The _Pestilence_ had touched down near a military base, close enough where they wouldn't need a transport but far enough to be a healthy walk.

"The Jedi Order never found me as a youngling. I have a talent of hiding myself from other Force-users."

"You were able to command the Force as an infant?" OOM-9 was puzzled. Such a feat seemed to stretch the imagination too far, even for a droid who had seen as much as OOM-9 had over the years.

"No. When I was born my powers were weak, and my body was able to naturally hide what I really was. As I grew older, I found that I had to learn to actively hide my presence from others."

"Who was your instructor?"

"No one. For the most part I taught myself. Some of the history of the Jedi has helped guide my path in my early years, but I never acquired anything immensely helpful such as a Jedi holocron. Learning to use the Force on my own, I was not constrained by the teachings of the Jedi or the Sith. I am a scientist, and I view the Force in a neutral way. There is no dark or light inherent in the Force itself. These are just delusions of corrupt organizations who should have collapsed a long time ago."

Trailing behind OOM-9 and the scientists, Major Katen and the others could still hear the conversation. Katen wanted to make a snide comment on what she thought of the Force, but knew it was better she kept her mouth shut for the time being.

"Care to explain your alias?" OOM-9 asked.

"A true demonstration of my combat abilities will reveal the name is self-explanatory. It was a label assigned to me back on my homeworld of Ithor. My real name no longer holds any significance."

"What is your purpose?"

"To catalog and store the genetic sequences of all life in the Galaxy in order to guard against extinctions. If a species goes extinct, the clone replacements will be a clear break in the natural line of nature, but it is better than oblivion."

"That does not explain the mutated creatures we witnessed at your laboratory."

"My Library of Life not only guards against extinction, but can be used to alter and create new forms of life. I create bio-weapons for military, gladiatorial and other recreational applications. One must enjoy one's work or they will burn out. I'm sure you could make use of a few of my creations."

"We shall see," OOM-9 said. OOM-9 was not so sure what to do about the Ithorian's offer just yet. He was used to commanding armies of battle droids, or at the very least human CIS troops. Unleashing wild animals for combat purposes warranted careful study of their effects on battle dynamics before implementation.

* * *

A trio of Venator star destroyers dropped out of hyperspace. The centermost ship was the _Droid Collector_, easily distinguished from the others by its red painted dual bridge towers. Red bridge towers signified flagships within the Republic Navy. But what made the _Droid Collector_ stand out even more was that on the hull of the ship, there was a B1 battle droid skull with lightsabers (one blue and the other green) crossed over it over the Republic emblem. The design was painted specifically to infuriate any Separatists who saw the star destroyer.

Seventeen seconds after the three Venators had appeared, six Acclamator assault ships showed up. Ten seconds after the second wave appeared, a handful of Arquitens light cruisers and Pelta frigates also dropped from lightspeed.

Obi-wan Jakoby had a bad feeling. The Force was not providing him with any insight to the future, but he had learned long ago to trust his feelings. The Jedi suddenly felt that a full-scale ground invasion of the planet before him was a bad idea.

Jakoby switched on his comlink and got Klo Toon on the line, "Captain, I think we should try an orbital bombardment first."

"What targets would you have us hit?" the Kel Dor asked, "we do not know the locations of their military installations. You're not suggesting we hit their cities?"

The idea of hitting the civilian targets of this particular planet somehow seemed to agree with Obi-wan Jakoby. The Jedi caught himself, such thoughts belonged to a Sith Lord, not a Jedi Master. Still, the Republic had already done far worse during the war so far, often with the Jedi giving their blessing to a whole host of war crimes. It didn't seem wrong when they did it, of course if the Confederacy preformed the same actions they would be instantly vilified.

"We'll fire off some warning shots in the agricultural areas. Burn a few crops. Once the gravity of the situation sinks in, I'm sure the people of Zalost Prime will see sense and surrender."

"As you wish, General. But we will have to deal with their space defenses first." Captain Klo Toon was referring to the InterGalactic Banking Clan gun platforms, Munificent star frigates and Recusant light destroyers that were orbiting the planet.

"But of course."

The _Droid Collector_ began firing upon the nearest IG gun platform. It was as if a child had taken a stick and struck a beehive. Hundreds of droid starfighters angrily swarmed out of the space station and headed straight for the Venator star destroyer. The _Droid Collector_ responded by unleashing its own throng of starfighters to counter.

The other Republic capital ships followed their flagship's example and started engaging the other IG gun platforms. The few Banking Clan frigates and Commerce Guild destroyers were not moving to intercept the Republic cruisers. It almost seemed like they weren't aware their planet was being invaded. There seemed to be a serious lag in the droid network and they were slow to do anything about it. It was almost too good to be true. The Separatist ships finally started attacking with their Prow heavy turbolaser cannons, but made no move to close in on the _Droid Collector_ and its brethren.

The gun platforms and capital ships were busy exchanging turbolaser fire with one another while the various starfighters attempted to blast each other to stardust. The Republic ships were too preoccupied with the immediate threat to notice that a long, purple stream came up from the dull planet. The massive laser bolt made contact with one of the Acclamator assault ships.

"Captain! We have anti-orbital cannon fire coming from the planet," a crewman informed the Kel Dor.

More purple beams freed themselves from the planet. Several were coming at the same time, indicating that Zalost Prime had multiple anti-orbital cannons on its surface. It was as if a sad, neglected child had suddenly thrown a tempter tantrum.

Captain Klo Toon suddenly understood what was going on. There was no lag in the droid command structure. The Separatist ships were intentionally staying back to give the cannons a clear shot at the Republic cruisers.

"All ships, evasive action! Break away from the gun platforms and get as close as you can to their frigates and destroyers!" The captains of the other ships instantly did as they were told, even if they didn't understand the reasoning behind the order.

General Jakoby likewise wasn't sure as to what the cunning Kel Dor was up to and gave the captain a call. "Toon, why did you call off the attack on the gun platforms? We're going to be in range of the cannons even longer if we have to turn around and come back for those Banking Clan stations."

"We're not going back for the IG platforms. That cannon fire coming from the planet is too accurate. We'll be torn to pieces before we win this space battle. We're leaving the platforms. We only need to take care of their frigates and destroyers now because they can follow us down to the planet. Once we conquer Zalost Prime and disable their cannons, we can deal with the gun platforms at our leisure."

"Very well," Jakoby conceded. The Jedi knew the Kel Dor was right, but didn't like running from a fight he could win. On their own the IG platforms and CIS ships wouldn't have stood up to his fleet, but the planet-side cannons changed things. To Jakoby it seemed that the Confederacy was always making up for its shortcomings through sheer force of numbers. Nothing was ever simple; there was always anti-air defenses, or another droid army on the way or some brand new superweapon that threatened to change the whole nature of modern warfare.

The Republic ships made a dash for the Separatist cruisers. Though outnumbered, the CIS did not retreat. The concentrated fire quickly brought down the Banking Clan frigates and Commerce Guild destroyers, but the Separatist ships were sure to release all their fighters, shuttles, dropships, and escape pods before they died.

The _Droid Collector_ past by a Commerce Guild destroyer that was cut in half with both ends suffering a series of explosions that to Klo Toon, looked like beautiful orange flowers blooming against the backdrop of the blue and gray ship. What the Republic captain did not find beautiful was another purple streak lashing out at his ship.

A V-19 Torrent fighter chased a Vulture droid right past the _Droid Collector_'s command bridge, followed shortly by a trio of Vulture droids that attacked the bridge specifically. The shields held fine and Captain Klo Toon was perfectly safe, but his adoration for the image of the dying Commerce Guild destroyer had been forgotten. His powerful Venator was not going to go down due to a few pesky droid starfighters but they had certainly drawn the Kel Dor's attention. Captain Klo Toon had noticed that all of the Vulture droids he observed had green eyes and were painted blue with black stripes. It was a rare color scheme, though he had seen it before, just never in the numbers he was seeing now. In fact, every Vulture droid in the battle so far had the same rare color scheme. Toon theorized that most of the rare green-eyed, black stripe, blue colored droid starfighters in the Galaxy right now had come from the factories of Zalost Prime. Whether or not the fighters were superior to the more commonly colored Vulture droids the Kel Dor couldn't tell.

* * *

All of the Republic cruisers managed to breach the planet's atmosphere without any being destroyed, though some of the ships had taken a beating and their shields were dangerously low. Klo Toon had the option of holding position and allowing the shields to recharge, but a lag in their invasion would allow the Separatists more time to move their troops into effective defensive positions. Toon instead ordered the Acclamators and Venators to press onward to prevent the CIS from getting any breathing room. Klo Toon was playing a dangerous game; all it would take for a disaster would be for a squadron of E-STAP starbombers or a formation of bio cannons to bring the Republic invasion to a grinding halt.

Luck or the Force was on their side, as the Republic cruisers didn't run into anything more dangerous than the Vulture droid fighters they had already seen in space. The V-19 Torrent fighters weren't as fortunate (they were the primary targets of the droid starfighters). LAAT/i gunships were deployed to pick up some of the slack left by the reduced number of Torrent fighters. LAAT/c gunships started bringing out the first vehicles of the ground invasion.

It was almost comical, the LAAT/c gunships were stripped down, spindly craft yet they carried bulky, heavily armored vehicles such as AT-TEs and RTTs. The LAAT/cs were armed with laser cannons for self-defense but rarely hit anything with them. The droid fighters were competent enough to stay out of their narrow line of fire and the carrier gunships could not deviate from their projected landing course, unless they were willing to jeopardize their landing altogether.

Though visibility was low at night, the Republic and Separatists made up for it by providing a deadly laser light show that lit up the area just outside the capital city of Zephielander. For the most part the gunships were able to avoid the anti-air fire and drop their vehicles and troops at their designated locations; the problem was that once the clone boots hit the ground the fighting became much more deadly.

There were several heavy homing spider droids strung about the battlefield, using their dual gatling guns located under their spheroid body to destroy armored vehicles and infantry. Blasts from a bio cannon ignited the ground the clones strode upon, though no one knew where the artillery unit was. The roaming squads of B1 and B2 battle droids were the least of the Republic's worries.

Amid the carnage, a single LAAT/i gunship kept going, not dropping off the troops it held. Riding in the gunship was General Jakoby, who looked out upon the carnage his ship casually past by. A pair of IFT-X fighter tanks took out a lone GAT. In return, the Republic fighter tanks were destroyed by a heavy homing spider droid, which was then targeted by a trio of LAAT/i gunships. The Jedi would have loved to join in on the fight but had more important matters to attend to. The gunship past the battle entirely and headed straight for the city. Jakoby was going to infiltrate the capital building and acquire updated maps of the planet so he could strike at the production facilities. Destroying the enemy in battle wasn't going to get the GAR anywhere if the Confederates could simply manufacture more troops, vehicles and aircraft.

If Zalost Prime was the Zalost system's worst economic performer, one wouldn't know it from looking at the capital city. The city of Zephielander sported several massive skyscrapers with clusters of shorter brown buildings Jakoby assumed were public housing. Though to the gunship, the city's turret defenses were the most important feature. During the chaos of the battle outside the city the gunship was able to slip by undetected, but once it made it to the city it became the center of attention.

Several different types of turrets roared to life and tried to shoot down the LAAT/i. From the fully automated turret droids and AA-B missile knights to Trade Federation light or medium turrets. The fact that so much military hardware was intermingled with what was supposed to be a civilian area just proved how paranoid the leadership of Zalost Prime was. Though the paranoia turned out to be entirely justified since a Republic gunship was cruising through their airspace. It didn't matter if the turrets were designed for anti-air roles or not, they all still fired on the LAAT/i gunship anyway.

Inside one of the buildings a baron battle droid was rushing up a flight of stairs, making a metal clanking noise as his feet hit the steps. Baron battle droids were very similar to the standard B1 battle droid, save they were orange in color and a dual missile launcher was attached to their backpacks. They were developed over a decade ago for use by the Trade Federation Droid Army as a mobile anti-air defense.

The baron battle droid reached the top of the stairs and shoved his way through the door to the rooftop. The network provided the battle droid with the location of the LAAT gunship. The baron battle droid turned in the direction of his approaching prey.

"Easy kill." The baron battle droid fired both launchers and its missiles hit their target simultaneously.

"We're going down!" the clone pilot warned the Jedi general.

"Keep going! Get me to that capital building!"

The clone pilot tried to keep altitude, but the gunship was faltering fast. A thin trail of noxious black smoke revealed the path of the dying aircraft. Jakoby knew the ship was doomed if he didn't intervene. The Jedi propped the gunship up with the Force. It still wasn't enough. They came in range of the capital building. The clone pilot fired the gunship's cannons, blowing a hole in the windows on the side of the building. The pilot then proceeded to crash into the newly created opening.

The crash-landing was brutal and jarring. A collection of civilians wouldn't have survived, but the clones had their armor and the Jedi had the Force to cushion the blow.

"Come on, we have no time to waste!" Jakoby was already up and cutting his way out of the gunship with his lightsabers while his four commandos were still strung out on the floor. "I'll get the pilots out, you four secure this level."

"Yes sir!" Ace managed to get up first.

The clone commandos only found a few terrified office workers.

"That's right, get out of here," Kicker said as the civilians fled. The four commandos quickly searched the entire level, finding nothing but civilians. The clones let them leave and most were happy to go except for one that was too scared to move.

"Come on, get moving." Kicker kicked the human female trembling on the ground. She started to crawl away and hid under a desk. "Leave you stupid idiot!"

A blaster bolt rang out and splattered Kicker in the chest. His shielding absorbed the blow and the commando ducked to cover. Tai fired and destroyed the security battle droid.

"One droid? This is pitiful."

"Be careful what you wish for," Jack warned Tai.

General Jakoby and the clone pilots approached the commandos.

"General, the floor is secured," Ace said.

"Not for long," Jakoby started walking towards the stairs, "where there's one droid there will be more. Hurry up and find me a directory."

"We can do better than that," Kicker pulled the female human out from under the desk. "Just ask her."

* * *

The battle taking place on the outskirts of Zephielander was just warming up. Both factions were putting in more armor to replace those that had been lost plus extras to try and put their army over the top. Neither faction held a strong abundance of infantry, which caused the foot soldiers of both sides to fight conservatively.

General OOM-9 had sent Katen, SSA-719 and 3B3-888 to supervise the increasingly serious battle outside the capital city. OOM-9's three enforcers arrived by means of a mechanized assault flyer, often referred to as a MAF for short.

Captain SSA-719 was the individual piloting the craft, though he also had control over the two side cannons that jutted out from the main body of the ship as well as the MAF's two missile launchers. Rather than firing on enemies, SSA-719 spent the bulk of his time having to evade incoming enemy fire, and his slow gunship attracted a lot. The only time the security droid was able to get off any meaningful shots was against large, slow targets like the AT-TEs and RTTs. Though the armored units were durable enough that the MAF's brief strafe attacks were not enough to stop them in their tracks.

Major Katen was the co-pilot and had control over the craft's two beam cannons. Ashley's method of attack was reflective of her own general disposition. She turned her beam cannons on every enemy that entered her line of fire: gunships, fighters, vehicles, and infantry. Katen tried to kill them all. No unit was too big or too small, everything was fair game, especially if they didn't see the MAF coming.

Sergeant 3B3-888 kept the MAF's top swivel turret firing on LAAT gunships. The LAAT gunships were larger, slower, and generally easier targets than the V-19 Torrent fighters that were zipping around. The gunships also had more destructive potential than the fighters; so making them priority targets was common sense.

The fight was almost a contest between the trio controlling the mechanized assault flyer. Though it was not clear who was winning: Katen was scoring the most kills but 3B3-888 was destroying more high-priority targets. And SSA-719 was doing well in that he hadn't allowed their ship to be shot down.

After a few minutes went by the fighting in the air started to die down, partially due to the fighters being shot down or just spreading out over a wider area. SSA-719 saw this as an opportunity to slow down and finally do some real damage. He brought the MAF over and started hovering over a group of clones, his laser cannons and Katen's beam cannons bringing the clones to their early graves.

A clone with a rocket launcher fired and struck the MAF, prompting SSA-719 to pull away to avoid being hit again. Luck was not on the droid's side, as he pulled away from the clones, a passing V-19 Torrent just happen to clip the side of the CIS gunship. The Republic fighter lost control and violently crashed on the ground.

Black smoke billowed from the brown craft as if the MAF had suddenly caught some horrid disease. SSA-719 struggled with the controls to keep the MAF in the air, though it wasn't going well. "Brace for impact, we're going down."

The security battle droid was able to ease the smoking gunship down for a soft crash landing.

"Is everyone functioning?" SSA-719 asked.

"I have a headache," Katen groaned.

"Next time I say we get KJZ-8267 to fly the gunship," 3B3-888 said.

The group wasted no time in grabbing their weapons and leaving the wrecked MAF to continue the fight on foot.

* * *

While great and memorable battles were being fought outside, Jakoby and his clones were busy in the capital building trying to dig up information on the planet.

"General, I think I've found out the number of the droid leader," Jack said.

"What is it?"

"OOM-9. There are several references to that droid all over the place in the databanks. It has to be the same command droid we've been fighting."

"Let us hope so, or we will have a slight problem if there are numerous renowned battle droids we have to deal with. Have you found any valuable information on him?"

"No sir. No useful information other than he is very famous on this planet."

"This might be his homeworld," Tai suggested.

"It wouldn't matter either way if it is or isn't his home," Jakoby said, "I doubt droids have any attachments to the factories from which they are spawned. His fame may be overstated on this world as well; this whole system is a known hive of droid lovers. They get one mildly competent battle droid officer and they go nuts. Where are those factory locations?"

"Just a moment more… I have them!"

"Bring it up on the big screen, let me see," Jakoby ordered. The Jedi quickly skimmed over the loads of information suddenly presented before him. Jakoby's mouth curled into a slight frown. It became clear that Zalost Prime was not a major factory world, instead specializing in providing the droid army with high-end elite vehicles and the unique green-eyed Vulture droids.

"This world is pitiful," Jakoby seethed with genuine disdain, "I thought they would have a lot more than this." The Jedi had wanted to wreak mass destruction in retaliation for OOM-9 and his army being such an annoyance in the past two battles, but Zalost Prime didn't offer that much to destroy.

"They may have facilities not in official records," Jack offered.

"It won't matter. We wouldn't find any secret bases quickly and we've wasted enough time already. The four of you will go and destroy that heavy AAT factory they have. Contact Captain Toon and tell him to send a battle group to deal with that heavy homing spider droid factory. The droid starfighter factory will have to wait. I want the facilities spitting out high-end elite units destroyed first. I will stay here and try to take their capital from them. The more attention we keep on their capital the less there will be on their factories."

"Right away, sir," Ace nodded.

Blaster bolts started flying in their direction. A squad of eight BX droid commandos had arrived to kill the intruders.

"Finally, a real fight!" Jakoby activated his lightsabers.

* * *

General OOM-9 had received updated information that there were now GAR forces moved towards some of Zalost Prime's manufacturing centers. The Republic's knowledge of the planet's layout was odd; they didn't stick around in space long enough for planet scanning, and the locals didn't advertise the locations either so it shouldn't have been common knowledge. OOM-9 guessed that they must have hacked into a Separatist database somewhere; quite possibly in the capital city they were so keen on harassing.

OOM-9 had taken a battle group to personally defend the heavy homing spider droid factory. Being able to construct such horrific spider walkers, it was likely the facility didn't need that much extra protection. Nevertheless, OOM-9 went to make sure it stayed secure. Heavy homing spiders droids were expensive and rare, if this particular factory fell, there would be considerably fewer of them in the war.

OOM-9 hadn't planned on taking Dr. Quartz and Dr. Destroyer with him, but the two scientists had insisted that they come along. OOM-9 was sure the Ithorian was going to display his destructive capability and the Skakoan was likely there just to watch the show. No matter what they ended up doing, OOM-9 wanted to make sure that they stayed alive and assigned the super battle droids 8EX and 5TE to act as their bodyguards for the time being.

It was easy enough for OOM-9's group to catch up to the attacking clone forces; the local defenses had slowed the GAR considerably. The clones had underestimated the resolve of the Zalost Prime's human soldiers that came to stop them. Still, the clones were winning if only because the fight was just one long, drawn out retreat on the Separatists' part. The strategy was effective enough that the GAR had yet to reach the factory when OOM-9 arrived.

There was a sudden, dramatic drop in frontline fighting as the human CIS troops gave more ground than usual. The human troops had been updated about the arrival of battle droid reinforcements led by General OOM-9 and were more than happy to let them take over.

Neimoidian transports and Trade Federation dropships trudged through the smoke-filled sky and passed over the clone troops, finally coming to various landing sites right in front of most of the human Confederate soldiers. There was enough distance that the battle droids exited from the dropships wouldn't immediately come under fire from clones.

OOM-9, Dr. Quartz, Dr. Destroyer, 8EX, and 5TE exited from sole gray and blue Sheathipede shuttle that tagged along with the larger transports.

"Tell your troops to hold position, I wish to try something," Dr. Destroyer said to OOM-9. The command droid transmitted the order to his troops.

The fighting had come to a complete halt. No one was even shooting at each other anymore. Dr. Destroyer walked by the wreckage without any thought to his own safety. OOM-9, Dr. Quartz, 8EX and 5TE were following close behind. The group quickly came upon a full company of clone troopers.

"Freeze! Put your hands in the air were we can see them!" the clone captain told the small group Separatists. If the group hadn't seemed so out of place the clones would have just fired on them without delay. The clones weren't expecting to run into an Ithorian and a Skakoan on the battlefield and they looked like individuals that they should capture rather than kill.

8EX and 5TE locked their right arms into firing mode.

"Hold your fire," OOM-9 told the two super battle droids before they could get off a shot. The two B2 battle droids then set their arms back into the upright position.

"What is this?" the Ithorian gazed at the company of clones with his solid black eyes, "their minds are all the same."

"They're clones. They are all based off of the same template from a single human," OOM-9 stated.

"Incredible. An entire galactic military force based off a single human template? How stupid can they be?"

"This army was not meant to fight Force-users, to was created to serve them."

"I said hands up!" the captain did not like being ignored, especially since the small group of Separatists were so vastly outnumbered and none of their friends were rushing out to help.

"The Republic is accustomed to fighting hordes of battle droids," OOM-9 said.

"I see. So, one skilled Force-user on the other side and suddenly this army of clones is as worthless as a Jawa's integrity back on Tatooine."

"Hands up now or we blast you. I'm not going to ask again."

"Go ahead and shoot us if you can," the Ithorian challenged.

"All right, men! Fire!" No clone fired a single shot, they didn't even raise up their rifles.

"I said fire!" Still nothing happened. There seemed to be some sickening aura of doom slithering across the air.

"So, you were created on Kamino and you think you carry with you the Mandalorian heritage," Dr. Destroyer stated.

"What?"

"I've read your pitiful mind. You clones are nearly as brainless as the banthas that roam the Dune Sea." Dr. Destroyer turned to OOM-9, "they know nothing useful."

"I'll show you brainless when I pop your head wide open," the clone captain seemed to have forgotten that his troops didn't make a move to harm the Confederates.

Suddenly a clone that had been standing near the captain turned and pointed his DC-15A blaster rifle right at his superior officer's head.

"What the hell are you doing, soldier? Stand down!"

"I can't sir! It's not me!" the clone's voice was full of panic.

"I said stand down!"

"I'm not doing this!"

The captain shot the clone, killing him. There was a lot of movement behind him and the captain turned to see that his entire company had started pointing their weapons at each other.

"Stop this!" the captain yelled. There were murmurs of confusion and yelps of panic amongst the clone company.

Dr. Destroyer was as still as a statue, yet seemed very relaxed at the same time. He made no gesture and uttered no word to take complete control of the entire clone company.

"This is incredible. The most individuals I've ever been able to control at the same time is fifty-eight. These clones are all the same, and they're so stupid. I have control of all one hundred and forty-four of them."

"They are bred to be obedient," Dr. Quartz told the Ithorian.

"That they were," Dr. Destroyer agreed.

The clones then started killing each other. At first they simply shot each other, but as their numbers started to dwindle, Dr. Destroyer commanded some of the clones to beat each other to death. Soon the company's clone captain was the last one left alive.

"Who are you?" the captain fought but couldn't escape the Ithorian's control.

"I'm the person who killed you." Dr. Destroyer then raised the captain into the air and removed his helmet with the Force.

"What are yo-"

"No more talking!" The Ithorian snapped. Suddenly the clone started making choking noises. The next second he started to cough up bile. Next came horribly strained puking sounds. The clone captain started to puke up his own organs as he stayed trapped hovering in the air. All the while Dr. Destroyer still did not move. The clone threw up everything but his own skeleton before the Ithorian released his corpse and let it fall to the ground.

"Very impressive," OOM-9 said.

* * *

Ace, Kicker, Jack, and Tai whizzed by on their 74-Z speeder bikes. The four clone commandos had been dropped off and were heading towards their assigned target by ground so that they wouldn't be easily spotted and shot down by the numerous AA-H heavy anti-air missile knight turrets that were in the area.

The Confederacy's largest heavy AAT factory in the galaxy was already under attack from a small army of clones. Heavy AATs were large and more powerful than the standard armored assault tank, though they were an exceptionally rare sight during the Clone Wars. Most Separatist leaders were too cheap to consider purchasing the tanks in any meaningful quantities. Even OOM-9, who was known for constantly using a wide variety of vehicles, did not use the tanks often. OOM-9 preferred to send the tanks to guard loyal Separatist worlds where less experienced officers could use them and wouldn't be helpless if the clones of the GAR happened to attack. The factory was spitting out the heavy tanks and immediately sending them at the GAR forces.

OOM-9 had sent Commander Zako to secure the factory. The CIS officer was perched atop a heavy AAT. Zako's new cybernetic eye kept a close watch over the battlefront, often jerking around in new directions so fast his last remaining organic eye couldn't keep up. The human officer wasn't doing so well leading the troops on his own. Zako had been performing poorly recently, but OOM-9 was sure Zako could handle the situation on his own with the new link to the Separatist Droid Network his new cybernetic eye provided. Commander Zako was playing the battlefield too conservatively with his limited army and it was actually costing him troops. However, Zako was not stingy with sending every heavy AAT the factory produced directly into the fight.

While his leadership skills were lacking, Karl Zako's combat skills were sharper than ever thanks to his new eye. The cybernetic device allowed him to use an E-5s sniper rifle with ease, and the CIS commander was easily killing clone troopers at long range. He specifically targeted higher-ranked clones. It didn't matter what rank they were, Zako went for any clone that bore colored markings on his armor. He would waste too much time searching out for the highest ranked clones and then doing time the chain of command.

The clone army's advance amounted to a leisurely crawl. The clone infantry and IFT-X fighter tanks were staying in line were the sluggish AT-TEs. The Republic vehicles and heavy weapons infantry focused all their efforts against the deadly heavy AATs that came to assail them. The regular infantry and AT-RTs focused on keeping the battle droid infantry at bay. It was all very disciplined and the clones were steadily beating back their opponents. For all the success, it was only supposed to be a distraction to keep the Confederates focused on the army rather than the four commandos on speeder bikes. It almost looked as if the four clone commandos' clandestine mission was unnecessary.

The four speeder bikes came in close to the west side of the complex, killing two human soldiers on guard duty as they passed. The speeder bikes came to an abrupt halt and the clones dismounted their rides.

"Get that door open, Jack!" Ace ordered.

"Yes sir."

Seconds crept by, feeling like hours to the clones. Eventually someone would notice that the human soldiers they had killed were no longer reporting in. They wouldn't have much time to sabotage the factory before the Separatists took notice of what they were trying to do. An entire minute passed.

"Getting rusty, Jack?" Kicker chided.

"Shut up. I'd like to see you get this open any faster."

"That can be arranged," Kicker switched to the heavy weapon attachment of his DC-17m interchangeable weapon system.

"Without blowing the element of surprise," Jack said. The door finally, if reluctantly, slid open.

"Move commandos!" Ace barked, "we have a purpose!" As the commandos barged into the factory they were spotted by a trio of human factory workers. Without a single word or hand gesture from their leader the squad gunned the civilians down without mercy. They could not afford to lose the element of surprise. As far as Ace and his squad was concerned, if the factory workers were building vehicles that were killing their brothers, then they were fair game.

"Keep going!"

"There's a terminal," Tai pointed.

"I'll take care of this myself, cover me," Ace would rather hack the database and find a map himself after seeing Jack's sub-par performance at slicing open the entry door. Jack may have been the squad's hacker and tech expert, but all the commandos in Ace's squad could perform any duty competently. In dire situations, a specialist may not be able to engage in their specialty and Ace wanted everyone on his squad to perform any duty if needed.

"I have it," Ace said, "there is one main reactor and four backup reactors. I'll need to hit the control center to ensure that they can't shut the plant down. Jack, you hack the main reactor to overload. Kicker and Tai, you two will destroy the backups. Once that is done we'll just let the factory run itself to pieces. We'll meet back up at landing pad four for pickup. Memorize the map and move out."

"Yes sir," the three commandos acknowledged their leader's orders in unison and split up once they had the map memorized.

Clone commandos were trained to work in groups of four; they were not as deadly as ARC troopers. Though Ace's squad was experienced enough that they could handle splitting up and not getting killed. They actually separated quite frequently in order to assault multiple targets simultaneously. It was often a successful tactic. To make up for their decreased strength in numbers, the commandos usually ended up using their thermal detonators and EMP grenades faster than usual.

The battle was so similar to so many others that the commandos had faced before. They came across squads of security battle droids, pairs of super battle droids, the occasional droideka strike team, and the obligatory worker droids that invested every Confederate factory. The droid army the clone commandos had faced on Breeka and Tatooine were definitely more skilled than the stock factory guards they now faced on Zalost Prime.

Ace was able to get to the control center without a problem. The civilian staff and OX9 worker droids fled while B2 super battle droids covered their escape. There was no denying that the Separatists knew the clones were here now. Ace silenced the hulking droids with his last EMP grenade and set about locking up the factory systems well past recommended safety speeds.

Tai and Kicker each were able to destroy a backup reactor, though that still left two functioning. The reactors were spread too far apart in the complex for the commandos to reach them in time. They had assumed that the factory would still fall apart even if two of the smaller backup reactors were still in working order.

Jack was the last to complete his task as the main reactor had a robust assortment of guards ranging from human CIS soldiers to B2 super battle droids. It was a tough fight but the clone commando was still able to kill them all and set the reactor to overload.

The commandos found it quite easy to regroup at the one of the factory's landing pads as most of the remaining CIS guards were rushing to try and fix what the clones had broken, and once they failed at that they simply fled the factory altogether.

Once the clone commandos were all at the landing pad, Ace signaled for pickup and a LAAT/i gunship braved the anti-air turrets to retrieve the commandos. It wasn't the best escape plan as returning to their speeder bikes would have been safer, but there was no guarantee that the bikes hadn't been discovered and destroyed and the commandos needed to get to their next assigned skirmish as soon as possible.

Outside of the factory the tide of the battle had changed. The clone army had gotten close enough that Zako had unleashed the might of the J-1 semi-autonomous proton cannons that were stationed near the factory. Human CIS engineers happened to be assigned to the artillery.

"Today we watch the clone army commit suicide as they charge against our impenetrable defense!" Zako bellowed to his troops. Despite the thrashing they had received, the human and battle droid troops were in high spirits. The initial barrage from the proton cannons decimated the front line of AT-TE walkers.

The ground had begun to shake very violently; Zako was dazed even though he was atop a hovering vehicle. One might have thought it was from the series of explosions from the AT-TE walkers but it was clearly something much more than that, and the vibrations were emanating from _behind_ the Separatist defense line.

"What?!" Zako turned around and looked on as the factory exploded. Even though the commandos had been found out, Zako had never been updated that the factory was under attack from the inside. His sudden and devastating failure came as a complete shock.

The last functioning AT-TE of the attacking clone army targeted Zako's tank and unleashed hell. The heavy AAT was jarred and lost its hovering capability, dropping it to the ground. It was a very short fall, but still jostled Zako who was up at the top hatch. Commander Zako and the tank operators left the dead vehicle and retreated from the fighting. Shortly after a MAF swung by to pick them up, there was nothing more Zako could do now that the factory was destroyed and he was determined to make up for his failure and prove useful in his next skirmish.

* * *

Zalost Prime relied heavily on the Vulture droid starfighters it produced, though they were not the only aircraft the planet had. Lieutenant KJZ-8267 cut across the dark sky in a Mankvim-814 light interceptor. The clone ground forces were vast and an E-STAP-series starbomber would have been a more appropriate choice, though the E-STAPs that were stationed on Zalost Prime were not fully loaded when the fighting had started. KJZ-8267 had chosen speed, and took whatever was ready to fly at the time. The pilot battle droid was accustomed to choosing whatever bomber or fighter he felt like when traveling with the 8th Fleet. But the 8th Fleet wasn't stationed at Zalost Prime; it was hovering around Zakkudos, another planet in the Zalost system. When OOM-9 and his crew fled from Tatooine they lacked any of their usual troops and vehicles on Zalost Prime beside what had been carried in the _Pestilence_. That had left them at a disadvantage when Jakoby and his clone army began attacking. The humans and droids that made up the defense forces of Zalost Prime lacked the experience of OOM-9's regular army.

KJZ-8267 fired his two laser cannons at a trio of V-19 Torrent fighters that had looped around towards his interceptor. The centermost starfighter blew up in a maelstrom of red fire and tiny metal fragments. The remaining two starfighters stayed on course, which threw off KJZ-8267. The pilot droid was sure that the fighters would have broken off, as they often did when their leader was destroyed. But they hadn't and KJZ-8267 had to urge his Mankvim into a series of spins that would finally throw his attackers off his trail.

A trio of Vulture droids was able to shoot down one of KJZ-8267's attackers. The clone pilot really couldn't be faulted for ignoring the Vulture fighters, there were simply too many fighters overall for the clones to keep track of everything. The Separatist Droid Network all the CIS flyers were wirelessly hooked up to kept them aware of the locations of their enemies. The Galactic Republic lacked any real equivalent to the SDN. Though lags in the network happened from time to time the CIS usually held air superiority against the Republic, doubly so when KJZ-8267 was flying in a battle.

The other V-19 Torrent was miraculously shot down by a dwarf spider droid below. The fighters above had paid little attention to the vast armies that fought on the featureless plains below.

KJZ-8267 knew the battle was not going to continue as it was. The SDN had updated him that EEK-176 had arrived with reinforcements from the 8th Fleet as well as the defense fleets of Zakkudos and Zakinthos. The pilot droid would only have to hold off the enemy fighters for a few more seconds.

The Commerce Guild destroyer the _Khassez_, descend through the upper clouds. With it came hordes of Scarab starfighters, Vulture droids, E-STAP starbombers and a multitude of Neimoidian transports bringing in fresh troops and light vehicles. The V-19 Torrent fighters, Y-wings, and LAAT gunships were overwhelmed. The clone pilots were forced from the sky and learned that their ultimate destiny was to end up as nothing more than a fireworks display against the fading night sky.

The GAR ground forces fared better than the flyers had, though when the skies were clear, the CIS fighters and bombers were able to turn their full attention to the walkers and infantry. Combined with the firepower of the _Khassez_ itself, the clone army didn't stand a chance in hell.

* * *

Dawn was creeping into the city of Zephielander. The clone army had cut through the outer defenses and had been wreaking havoc inside the city for some time now. The civilians had hidden in their homes or in buildings or in the few emergency shelters the city offered. At first they weren't a problem, but after the fighting inside the city began to worsen, many of the structures the civilians were hiding in ended up being destroyed. In certain areas of the city there was mass panic as inaccurate Republic artillery blasts thrust civilians into the streets and into the line of fire of the two armies.

The Galactic Republic was not known for massacring large groups of civilians on purpose. But considering the strain the GAR was under, Commander Lancer ordered his clones to ignore civilian casualties. They could not afford to be careful and Lancer assumed the civilians might hinder the Confederates' ability to attack at their fullest.

General Jakoby's top clone commander had made an incorrect assumption. The battle droids had continued to attack with full force, not stopping to assist the people they were programmed to defend. Battle droids were better at taking lives than saving them.

"Another wave incoming!" Commander Lancer shouted.

General Jakoby had felt the presence of the attackers before the clone had called out, yet only turned to look once Lancer had prompted him. Jakoby noticed a lot more human troopers in this attack wave. Their black helmets didn't conceal their faces, and their clothing was bathed in a black and gray camouflage pattern. They looked to be the polar opposite of the blaring white (and face concealing) armor of the Republic's clone troopers. If they were sending in so many human troops Jakoby guessed it meant the Separatists were serious about winning this time around. Though the attack group was not without B1 battle droids, B2 super battle droids, droidekas, dwarf spider droids, crab droids, and chameleon droids. A good portion of the B1 battle droids were coated in a black and gray camouflage pattern, matching their human counterparts. There was also a heavy homing spider droid and a tri-droid marching with the assorted infantry units.

But it was not the large vehicles that had caught Jakoby's attention. He felt a newly familiar presence. One he had just fought on Tatooine. He could sense that Ashley Katen was in the enemy battle group.

Major Ashley Katen was indeed leading the battle group, though Jakoby was unable to detect the presence of Sergeant 3B3-888 and the dwarf spider droid DSD-08. The trio of terrors was here to put an end to Jakoby's rein of dread. More specifically, they were there to destroy the four AV-7 anti-vehicle cannons that Jakoby's small army of clones was protecting.

The AV-7 cannons fired first, causing early casualties to the Separatist side of the battlefield. Soon enough the heavy homing spider droid and tri-droid started firing and destroyed the clone group's last remaining AT-TE before turning on clone troopers. The clone troopers and Separatist infantry were the last to start firing on each other.

Jakoby kept near the front of his army, deflecting the blaster bolts that came his way. He could hear the cracking sound of armor kissing the floor whenever one of the clones around him fell. It was a sickening sound that the Jedi was growing tired of hearing.

A blue artillery blast touched down right in the middle of a large cluster of human CIS soldiers. There were soon horrid cries of pain and suffering as the survivors of the blast struggled to cope with the reality of war. Commander Lancer had noticed a female soldier get up and grab her right arm off the ground. It had been blown off in the blast, yet the human was strong enough to fight through the pain and retrieve her lost limb. Lancer rewarded her admirable struggle to stay alive with a blaster bolt to the head at long range.

Though DSD-08 hadn't noticed what Lancer had just done, it was almost a karmic retaliation that the dwarf spider droid then happened to blast a clone trooper with a charged shot just after Lancer had scored his kill. Being hit by a powerful blast meant for armored vehicles, the clone trooper exploded into several bloody pieces.

"Charge!" Jakoby waved his blue shoto lightsaber at toward the enemy. The Separatists were getting too close to the artillery and the clones needed to push them back.

The clones broke into a run, and many were gunned down the CIS infantry. The Jedi ran right alongside his troops, and was the first to get within arm's reach of the enemy. Jakoby started cutting down enemy troops with his lightsabers. Whether they were human or droid, it made no difference to the Jedi. Though killing the humans was a bit messier and involved more screaming.

Katen dropped her E-6 blaster rifle in order to act as Jakoby's opposite. She quickly killed three clones with her electrostaff. After that she had gained too much attention to herself and had to run back and hide behind DSD-08 as too many blue blaster shots came her way.

"Come on! Clone troopers are no match for Separatist soldiers!" 3B3-888 tried to encourage the troops as he fired his E-5 blaster rifle.

Taking too many losses, the clones started to fall back towards the artillery. Unfortunately for the CIS, the anti-vehicle cannons managed to destroy the tri-droid and the heavy homing spider droid.

The Separatist advance had ground down to a complete halt. The two sides still continued to shoot at one another.

"We are losing! Tell Zako we need those tanks now!" Katen yelled at 3B3-888.

"They're here ma'am," 3B3-888 answered.

A horde of regular AATs was coming up from behind the Confederate infantry. The tanks came in a variety of colors. Some were the old Trade Federation tan, others were red and brown, and some were dark gray and blue.

"Get out of the way! Get out of the way! Let the tanks through!" Katen screeched at her troops.

The CIS infantry parted to make room for the AATs, which moved in guns blazing.

Commander Zako was at the top of the first AAT. His situation was somewhat a downgrade considering earlier he had been riding in a heavy AAT. Zako's cybernetic eye projected a purple-colored holographic image of an angry Katen.

"Where the hell have you been?!"

"I've been busy!" Zako snapped at his friend before shutting the hologram off. The ability to project holograms was yet another new ability his cybernetic eye gave him.

Instead of kicking Separatist ass, Obi-wan Jakoby suddenly found himself running for his life. "Retreat, retreat!" he knew the order was hopeless. The Jedi Weapon Master could outrun the tanks but the clones could not. The artillery continued to fire but could not accurately track the fast approaching armored assault tanks.

"Abandon your posts, get out of there!" Jakoby ordered his artillery gunners. The artillery gunners were barely able to leap from their chairs before the AATs blasted the anti-vehicle cannons to smithereens.

Zako's tank began to gain on Jakoby. "Loser!" Zako taunted the Jedi Weapon Master. The jeer prompted the Jedi to turn around and run up the tank to the hatch at the top. Jakoby held his lightsaber up to Zako. "Who's the loser now?"

Zako answered by punching the Jedi in the throat. "Still you!" Jakoby fell over the side of the tank, rolling as he hit the ground. His agility served him well as he barely avoided the laser blasts from Zako's E-5 blaster rifle.

Zako's tank turned to face the Jedi, but the slippery warrior was already on the run again. A LAAT/i gunship touched down just long enough for Jakoby and Lancer to escape.

* * *

The LAAT/i gunship ferried Jakoby and Lancer to another part of the city. When the aircraft finally set down, they were greeted by Sergeant Gnasher.

"Am I glad you're here, General," the clone sergeant said.

"Trouble?"

"Yes sir. We're being overrun."

Jakoby and Lancer saw that they had merely traded one bad situation for another. They had a larger group of clone troopers and vehicles to work with, but there were also more Separatists in this area. Much more than there should have been.

"Lancer, take command of the situation, I've got an idea," the Jedi turned back around and came back aboard the gunship. "Pilot! Take me back up!"

The Separatists attacking the clone army was lead by both General OOM-9 and Senior Commander EEK-176.

"How has the fighting been?" EEK-176 asked.

"Good. But this Obi-wan Jakoby is proving to be a real annoyance," OOM-9 said.

Just then a LAAT/i gunship flew over their heads. It swooped down and around low again and a Jedi dropped out of it and landed on top of a homing spider droid. Blue and green sabers sparked to life and the two command droids watched as the Jedi cut off the spider walker's top laser cannon. The Jedi then used the Force to leapt to the next homing spider droid, and cut off its top laser as well. It was clear that Jakoby was trying to cut down on the droid army's firepower. If was faster to simply cut off one cannon and move to the next droid rather than trying to destroy each vehicle.

"Annoying," OOM-9 said. The battle droid general wirelessly summoned the grapple droid GD-79 to his location. It did not take long; the grapple battle droid wasn't even in combat at the moment. A melee specialist wasn't much use in their current situation.

"I want you to throw me," OOM-9 said.

"Sir?" the larger droid was confused.

"Throw me," OOM-9 pointed to where Obi-wan Jakoby was.

"Roger roger," GD-79 understood. The large battle droid picked up OOM-9 and threw him like a missile. OOM-9 cut through the air and landed on the homing spider droid Jakoby was currently on.

"Get off my droid," OOM-9 activated his ZK-II war-axe. The two combatants clashed, OOM-9's single axe against Jakoby's two lightsabers. The two ended up chasing each other around the laser cannon on top of the homing spider droid's head. Jakoby hadn't bothered trying to cut it off once OOM-9 decided to make a nuisance of himself.

OOM-9 had his custom E-5 rifle magnetized onto his back. OOM-9's antenna was on the left side of his back, and he (and all other command battle droids) lacked the backpacks the standard B1 battle droids had. Command battle droids held their E-5 blaster rifles vertically against the right side of their backs when not in use.

OOM-9 pulled his rifle off his back with his right hand and started shooting at the Jedi with the shotgun function. The Jedi was thrown off balance when deflecting the powerful attacks and OOM-9 was then able to trip Jakoby and the Jedi fell from the homing spider droid.

"All too easy," OOM-9 boasted.

"Define easy," Jakoby jumped back onto the spider droid's head and reactivated his lightsabers.

"Your mother," OOM-9 retorted.

Before either of the generals attacked the other Jakoby was suddenly thrown from the spider droid again. OOM-9 was surprised; he hadn't done anything yet. Then the battle droid realized what had happened. Dr. Destroyer had decided to test himself against the Jedi.

The Jedi landed on top of a crab droid and killed it. OOM-9 jumped off the homing spider droid and landed on the head of a dwarf spider droid.

Jakoby took one look at OOM-9 before turning to meet his new attacker. The tall Ithorian simply stood there, staring at the Jedi.

"Alright, show me what you can do," Jakoby challenged. "But let's make this quick. I have a lot of battle droids to destroy after I deal with you." Jakoby could see that the Ithorian was holding a thin metal staff.

Dr. Destroyer hit the bottom end of the staff into the ground and the top end suddenly lit up green. It wasn't a staff at all; it was a lightsaber pike, also known as a lightsaber lance to some.

"Not the best weapon for dueling a Jedi," Jakoby was dismissive. The Jedi Weapon Master attacked and clearly went for the weapon's long handle. The lightsaber blade made contact, but the pike's handle didn't break.

"The entire handle is made out of phrik you fool. What sort of idiot do you take me for?" Dr. Destroyer attacked. Phrik was of course one of the few metals in the Galaxy that a lightsaber blade couldn't cut through. Considering its rarity, it was weird that the CIS seemed to have an ample supply of it.

Obi-wan Jakoby quickly found out that Dr. Destroyer was very skilled with his chosen weapon.

OOM-9 was sure that Dr. Destroyer did not want him to interrupt the duel, but OOM-9 was not one to fight fair and Jakoby proved to be enough of a threat that OOM-9 was willing to cut Dr. Destroyer's fight sort.

But before OOM-9 could cheat, he found himself under attack from a squad of clone commandos.

"Die clankers!" Tai yelled.

OOM-9 hopped off the dwarf spider droid he was on and knocked Tai down. The spider droid forced Jack and Kicker into cover while OOM-9 slashed at Ace with his war-axe.

OOM-9 looked to be in trouble. The vast hordes of battle droids were currently fighting the regular clone troopers, leaving OOM-9 and the single dwarf spider droid to deal with the commandos on their own. Or that would have been the case if EEK-176 hadn't joined in.

EEK-176 had his ZPR shoulder mounted gatling gun on this back and was dual wielding two ZGD gatling guns. The weapon combination had become his favorite, and was exceptionally deadly. The droid commander fired all three gatling guns at once, and the commandos would have been shredded if not for their personal shields.

Kicker was able to get in close and hit the command droid with a right punch followed by a left hook. The commando then kicked Commander EEK-176 in the chest, sending the battle droid stumbling backwards.

EEK-176 laughed. Kicker looked to see that his knuckle plate vibro blades had broken against the droids armor.

With the threat of OOM-9's ZK-II war-axe, Ace hadn't even tried using his knuckle blades. The clone knew there was no way the short blades would hold up against what was essentially a lightsaber axe.

The commandos looked like they were spent and out of ideas. Before OOM-9 and EEK-176 could finish them off, Dr. Destroyer and Obi-wan Jakoby had gotten in the way. The two Force-users were oblivious to the other fighters and the commandos used the distraction to make a run for it.

The droids then turned their attention to Obi-wan Jakoby, who was suddenly faced with some many enemies he decided to follow the example of his commandos and make a break for it. With the Force as his ally, Jakoby could flee even faster than his clone commandos. Able to increase his own running speed with the Force, Dr. Destroyer was able to keep up with Jakoby.

With the break in the fighting, EEK-176 contacted Katen through the network. "What's the status of the east side of the city?"

"The clones are being overrun. It's being taken care of," Katen's voice came back.

"Who's taking care of it?" EEK-176 asked.

"Me. And by me I mean Karl," Katen answered.

"Very funny, Major."

Dr. Destroyer sent Force lighting Jakoby's way, but the fleeing Jedi turned around and blocked it with his lightsabers at the last possible second. Jakoby then sent the Ithorian flying backwards with a Force push.

As MAF flew in low Jakoby noticed that something was attached to the bottom of it. It looked to be some nightmarish metal scorpion. The arachnid-like abomination detached from the bottom of the flying MAF and nearly landed on top of Jakoby.

It was SSA-719 wearing the Skg-1 Scorpion walker backpack. Jakoby immediately tried to cut down one of the four metal legs to bring the droid down. But the lightsaber didn't cut.

"Don't tell me, phrik?"

"Exactly," the security battle droid replied and fired the cannons embedded in the walker backpack's two claws. Jakoby countered the deadly attack by rushing under the droid. SSA-719 adjusted to the move by trying to stab the Jedi with his four metal legs and two claw arms. The Jedi kept moving away at the last second, and the security droid could think of no way to land a blow.

It didn't matter as EEK-176 and OOM-9 approached, firing their weapons. The two command battle droids were careful to aim low so that they didn't hit SSA-719 by accident.

Jakoby moved out of the way only to get caught by Dr. Destroyer again.

"Four against one? And you guys still can't kill me? You want me to wait while you get some more of your friends?"

"I owe you for that push you knocked me over with," Dr. Destroyer let out a Force scream. The bellow ravaged everything in front of the Ithorian. Clones and walkers and IFT-X tanks ended up getting caught in the long blast.

When Dr. Destroyer finally ended his display of destructive power Jakoby had had enough. He cut in close with his lightsabers for an instant kill, though the Ithorian was able to block the slashes with his lightsaber pike.

The 8th Fleet plus the defense fleets from Zakkudos and Zakinthos were too much for the Republic to counter. The CIS droids now deployed numbered in the millions. All three variations of the E-STAP droid starbomber series were raining down plasma and proton bombs. Endless waves of NR-N99 tank droids and hailfire droids cleansed the plains. The sea of blue blaster bolts that emanated from the Republic was being drowned in an ocean of red from the Confederacy. Several of the 8th Fleet's capital ships had come down into the atmosphere. That the GAR forces weren't immediately steamrolled and demolished was proof of just how well trained and experienced Jakoby's clones were.

"General, our capital ships are outnumbered thirty to one now. We can't win this fight," Captain Toon contacted the Jedi through the communication systems. The _Droid Collector_ had come in low and close to Zephielander.

"Alright, it's time to go," Jakoby finally conceded.

"Leaving so soon?" OOM-9 called out to the Jedi.

"Let's call it a draw. It's not fair when my troops are outnumbered a thousand to one." Jakoby finally beat back Dr. Destroyer and the Ithorian finally let up on his attack.

"War isn't fair. If the Republic can't handle the numbers of a true galactic army, then your government should surrender right now. If you flee then you are beaten."

"You've got a mouth on you."

"No, I do not," OOM-9 shot with the elite E-5 blaster function.

"You know what I mean," the Jedi deflected the triple blast right back at the command droid. OOM-9 was hit square in the chest, but was merely stunned for a moment.

"Next time you won't be so lucky," Jakoby warned.

"I thought the Jedi didn't believe in luck."

"We don't. But there's no other way to explain your victory. The Force wouldn't guide a worthless droid like you to success." With that, Jakoby fled on a LAAT/i gunship. EEK-176's gatling lasers chased after the ship. A nearby baron battle droid fired his twin missile launcher and both projectiles hit the craft. The ship lurched but stayed on course towards the _Droid Collector_'s hangar. A Vulture droid swooped in and blasted the gunship from the side. The Jedi leapt from the LAAT right before it blew, and was able to use the force of the blast to propel himself safely into the Venator's hangar.

The Republic fleet retreated from Zalost Prime, the 8th Fleet and its allies pursuing them until they fled to hyperspace. The battle was a clear military victory for the Confederacy, though it came at a great cost to the people of Zalost Prime. The smoke and dust that now polluted the air would ensure that Zalost Prime's current generation of younglings would grow up with respiratory problems.

* * *

General OOM-9 and his crew stood around the ruined buildings and broken streets of Zephielander. Even though the fighting had been over for less than an hour the rebuilding and repairs were already underway. PK and OX9 worker droids tended to the broken CIS battle droids and vehicles while MED-47 and ADK-25 MED medical droids tended to the wounded organics. Trade Federation loader droids and SRT droids were working on clearing rubble and bringing in new materials to repair the buildings. Separatist troops were bringing in relief supplies for the city's civilians.

"What a mess," Katen gloomily said as she lazily leaned against KJZ-8267's shoulder. She looked like she was ready to fall asleep.

"Indeed," the pilot droid agreed.

Zako sneezed and his cybernetic eye made a weird beeping sound afterwards. All the smoke and dust kicked up in the fighting was getting to him. He wished he was wearing his FR-8 shock trooper armor rather than his officer uniform, at least then he would have the benefit of the helmet's air filters.

"You could have helped us fight the Jedi, you know," SSA-719 told Dr. Quartz.

"I already fought him on Tatooine, and that was enough for me. You did fine without me," the Skakoan said.

"This won't be the last time we cross paths with that Jedi," EEK-176 stated.

"Yes," OOM-9 agreed. "He poses a real challenge. It is interesting, the Jedi we fought at the start of the war were no where near as skilled or destructive as he is."

"The Jedi that are surviving are getting better," EEK-176 said, "our tried and trusted tactics may not keep working as effectively as before."

"Yeah, I can remember back when I could kill them all by myself," Katen added. "Hell, even Zako could take them one on one in a dual back then."

"Hey."

"Oh, don't take it so personally," Katen let a small smile slip.

"Build me another Doomseeker cannon and we won't need new tactics," 3B3-888 looked at Dr. Quartz.

"We're already working on that. But you must be more careful with them. They are very expensive." Dr. Quartz was not pleased that the first Doomseeker cannon had been destroyed during the Battle of Breeka.

"Well, I don't have any new ideas for killing Jedi," Katen said.

"We can always just bomb them from the sky," KJZ-8267 replied.

"You would say that," Katen nudged her forehead against the pilot droid's shoulder.

"Now we have our own Force-sensitive," OOM-9 said, "the Jedi are not used to fighting Force-users."

"I haven't even shown you all I'm capable of yet," Dr. Destroyer cryptically stated.

* * *

**Author's Note:** Zalost Prime is a planet of my own imagination.

The anti-orbital cannons on Zalost Prime are the same ones found on Eos from the videogame Star Wars: Starfighter. In the game the cannon was able to track single-pilot starfighters in space, making it incredibly accurate.

The green-eyed Vulture droids with black stripes over a blue body is a color scheme from one of Hasbro's Titanium Series Vulture Droids.

The heavy AAT and heavy homing spider droid both appeared in the computer game Star Wars: Galactic Battlegrounds. The AA-B anti-air missile knights and AA-H heavy anti-air missile knights mentioned in the chapter are the Trade Federation anti-air turrets and heavy anti-air turrets from Galactic Battlegrounds.

The J-1 semi-autonomous proton cannons appeared in the Star Wars: The Clone Wars television series.


	38. Ultimate Menace

**Chapter 38: Ultimate Menace**

General OOM-9 crouched down, holding a kneeling position on the outer tread cover of an NR-N99 tank droid as the treaded tank crawled over the brackish ocean water. Most individuals wouldn't think that the NR-N99 tank droid to be amphibious, but the droid army was full of surprises. A security battle droid and two B1 battle droids shared the same tread cover with their leader. On the right side of the tank droid, four more droids were riding on top of the other tread cover. Around them was an entire invasion force consisting of more tank droids as well as PACs, STAPs, MAF gunships, hunter-seeker droids, and an assortment of aquatic vehicles.

Small torrents of dark blue water buffeted the battle droids when their tank droid cut through the occasional wave. OOM-9 found the ride rather relaxing. Unlike many organics, the droid general found he enjoyed the calm right before a battle. Battle droids were not programmed to feel fear; they had a few basic self-preservation protocols but nothing equal to the fear that held so many organics in a vice. Even if the droids were heading to their doom, it was a simple matter of being reassembled and repaired after the fight was over.

For the better part of the week, OOM-9's armies had been fighting the Republic on the plains of the planet Aargonar. The Battle of Aargonar was long and drawn out, not because of the skill of the Republic but because of their sheer numbers. The 8th Fleet's central control computers had calculated that since the droid army first arrived four days ago they had managed to kill at least fifteen million enemy soldiers. And that number was being conservative. What was so odd was that ninety-five percent of the enemy soldiers the droid army faced were non-clones. OOM-9 wasn't sure if this was a sign that clone numbers were dropped or that this particular army just happened to be made of enlisted birth-born troops.

Even though OOM-9's attack group was currently traversing water Aargonar was a mostly desert planet, though it was nowhere as near as harsh or brutal as others such as Tatooine or Geonosis. The Republic was on its last legs, holding onto the coastal city of Zodar. Soon enough OOM-9 was going to take even that from them.

* * *

"Gah! Zako! I told you to keep it steady! You're throwing off my aim!" Katen tried to steady the AAT's primary laser cannon.

"I had to move or we would have been blasted!"

"Couldn't you do it a little smoother? You're a terrible driver!"

"My driving's fine! You're a bad gunner!"

Commander Zako and Major Katen had decided to crew an armored assault tank together. While it was a bad idea for two high-ranking officers to be in the same tank, the two humans really didn't give much of a damn for common sense. They were expendable after all; the droid army would do just fine if anything fatal were to happen to them. The endless bickering between the two was unwarranted as Katen still hit her target and Zako kept their tank from being hit.

Zako and Katen were leading a massive army consisting of several heavy weapons and walkers. They were approaching the city of Zodar from the south, following up the costal line. They had been at their march for quite some time and had made a big show of it to the Republic.

That was their group's primary purpose. Zako and Katen were to lead an attack on the city from the south as a feint. Their slow, plodding homing spider droid and tri-droid walkers (and even a few of the rare giant dwarf spider droids) had been approaching the city for hours in order to lure the Republic's heavy armor to the south side of the city. The goal of the Separatists' southern battle group was merely to keep the heavy armor occupied on the south, not to actually gain ground and invade. That didn't mean the droids and their human leaders weren't going to make a go of it anyway.

"They're taking the bait. Second wave coming in. SSA-306, 3B3-2998, tell your groups to scatter and pull back," Zako ordered. Commander Zako was sending in squads of infantry ahead of the spider walkers to draw in the GAR armor. When the vehicles took the bait, the CIS armored units would move up to destroy them. The tactic was slow but worked well so far.

* * *

On the western edge of the city the droid army arrived over great desert plains under the command of EEK-176. This particular battle group had seen a lot of action lately and it showed in how the troops lacked the organization usually seen by CIS forces. There were several different kinds of troops, ground vehicles, and aircraft, though the vast majority of the vehicles in the group excelled at speed. The army would have been much larger except for the fact that they had left numerous units behind at previous cities and battle-sites. They had swept over most of the continent before setting their sights on the coastal city.

General OOM-9's troops were good and Commander EEK-176 was an exemplary leader, but there was no way they could have pulled off such a feat and kept going on towards Zodar if not for their new secret weapon: Dr. Destroyer.

The Ithorian Force-sensitive had claimed that OOM-9 had not yet seen the full extent of his powers, and he wasn't lying. Being free from the restrictions of the Jedi and the Sith, Dr. Destroyer was bound only by the limits of his own creativity and his connection to the Force. Having no allegiance to anyone but himself (until only recently), Dr. Destroyer had developed unique Force techniques over the years. The Ithorian could hide himself from other Force-users easily; if he couldn't handle that he would have been discovered long ago. There was another distinctive technique, one that he had created himself. Dr. Destroyer was the inventor of the Force ability known as Battle Interference.

Battle Interference was a Force ability that could lower the morale, stamina and reaction time of a large group of individuals, reducing their overall combat effectiveness. In many ways Battle Interference was the polar opposite of the ability known as Battle Meditation. Dr. Destroyer was powerful enough that he could affect entire armies or fleets, reducing the skills of veteran soldiers to the level of mere recruits. OOM-9's armies had fought a lot of non-clones on Aargonar, but the city of Zodar was full of clone troops. Dr. Destroyer found that it was easier to affect large numbers of clones, considering they all had the same mind. That the clones' muscles had to work just a little harder to move, their reflexes were dulled just a little bit, they had to concentrate harder just to think, turned them into a bunch of bumbling idiots. Battle Interference was a perfect compliment to the droid army, if Destroyer had Battle Mediation, it wouldn't have worked on increasing the abilities of the droid troops.

The battle droids expertly cut through the ranks of the clones. Commander EEK-176 led the western attack on the city not from the ground but from the air. The command battle droid was standing at the open door of the _Emerald Slicer_, using a particle beam sniper rifle to observe (and occasionally shoot) the enemy. EEK-176 had been using gatling guns a lot recently and decided for this battle he would use a sniper rifle. The command battle droid hardly needed the sniping practice and no matter how long he didn't utilize a particular weapon his programming wouldn't allow him to forget how to be instantly effective. Droids didn't get rusty and out of touch with certain skills like organic troops could. EEK-176 merely felt like doing something different.

"Keep the bomber and artillery fire away from the city. Keep your advance slow, try to draw them out of the city," EEK-176 instructed his army over the open comm channel.

Though their senses and strength had been dulled, the clone troopers could still rely on technology to pick up some of the slack. A defensive line of anti-air tanks fired a volley of homing missiles—striking a Trade Federation droid starbomber, a hyena droid bomber and a MAF. The three ships fell from the sky, black smoke billowing from their fatal wounds.

The two droid bombers were doomed, but the crew and passengers of the MAF started piling out the back hatch. The first one to jump ship was the B1 battle droid 3B3-888. The droid sergeant had jumped backwards out of the dying gunship and was plummeting towards the ground. Several other B1, security and marine battle droids followed suit, and the MAF's three pilot battle droid operations were the last to make the drop of faith.

3B3-888 hit the ground feet-first with a massive thud, kicking up a large haze of heavy brown dust. A human or similar organic would not have been able to survive such a fall and would certainly not be able to immediately fight, but 3B3-888 was not so fragile. The B1 battle droid raised his E-5 blaster rifle and started sending crimson blaster bolts towards the enemy as his brothers were just sticking their landings.

The occupants of the now-defunct MAF were far ahead of their other ground-bound allies. Still, the droids were hardly in close proximity to the clones and held their position until the other ground troops could catch up.

"_It's not working, Commander. Their frontline fighters are holding position but their rear guard is falling back towards the city."_ Captain SSA-719 informed EEK-176 over the comm.

That was not good. The more clones they had to fight inside the city the more difficult the battle would be, even with Dr. Destroyer's Battle Interference. "Roger that. We are now changing our battle plan. All units full attack. Stop them before they flee to the city's interior."

Tank droids carrying infantry on their tread cover charged ahead of the battle droids stuck on foot. Hailfire droids rolled in at top speed, firing their deadly missiles. A huge strike force of recon craft lead by KJZ-8267 burst ahead of them all, bypassing 3B3-888 in seconds.

The recon group consisted of STAPs, ASTs, speeder platforms, and flitknot speeders. KJZ-8267 continuously fired his AST's twin laser and blaster cannons to the point where they nearly overheated. The repulsor craft sped across the ground right below the hailfire missiles, barely passing them up. KJZ-8267 and his group hit the infantry hard and the hailfire missiles connected as soon as the CIS recon craft passed by, decimating the clones before they could fire at the backs of the repulsor craft.

The maneuver was incredibly successful. The Republic's front line was entirely decimated. The clones falling back had to turn around and stand their ground. The clones knew if they continued their retreat they'd be slaughtered. At least facing their enemy they might inflict some casualties on the CIS. From up above in the _Emerald Slicer_, EEK-176 noticed a clone commander directing the action and killed him with a blast from his sniper rifle. With the clone commander dead EEK-176 figured the clones below would be slightly less organized.

* * *

Zodar was also under attack from the north. But the CIS army attacking the north side of the city was not affiliated with OOM-9's troops—they belonged to none other than General Grievous. Grievous' forces had arrived at Aargonar a day ago. The Kaleesh cyborg was not impressed with how long it was taking the secure the planet and had come to ensure that the planet was taken. His presence wasn't needed; the Republic was on its last legs. OOM-9 didn't want Grievous around; he did not want to deal with any potential fallout should Grievous discover Dr. Destroyer. The Ithorian wasn't a Jedi, but the battle droid general wouldn't put it past the Kaleesh cyborg to try and kill him anyway. OOM-9 noticed Grievous had a tendency not to think things through, and he also had a bad habit of killing allies. Grievous was not popular with the CIS troops either. It didn't matter if they were droids, humans, Neimoidians, Geonosians, or anyone else; Grievous had a habit of pissing everyone off. Everyone would follow his orders though; Grievous had too much favor with Count Dooku (though less than OOM-9 currently did) for anyone to attempt to assassinate him.

General Grievous rode his tsmeu-6 personal wheel bike. The ground craft was basically a large wheel with a left side seat for the pilot. The wheel bike had an Nd-53 double laser cannon for offense. Even though the wheeled vehicle had disadvantages compared to a repulsorcraft, the Kaleesh enjoyed the occasionally crunching sounds when he was able to run over enemy clone troopers.

When it came to vehicles, Grievous preferred speed to power. The Kaleesh never rode around in an armored assault tank. He needed something that could quickly react to ever-changing situations, and that happened a lot when one fought Jedi on a regular basis.

And that is what Grievous faced at this moment… a Jedi. It was easy enough to pick out the Jedi amongst the clones, she was the only female… and Twi'lek, in the whole group. The yellow lightsaber also gave it away.

A pair of unfortunate clones was crushed as Grievous sped towards his target. A tank droid followed after the general, the droids on its tread covers ready to get off and help the general at a moments notice. The tsmeu-6 wheel bike was hardly known for maneuverability but Grievous was able to every out of the way of the incoming cannon fire. At such close range the clones were able to pick out Grievous amidst his droid army and the cyborg would have attracted more blaster fire if not for the fact that the clones couldn't afford to ignore all the battle droids barring down on their positions.

Grievous felt an invisible surge hit the front of his wheel bike as the Jedi tried to swat him back with the Force. _Foolish Jedi,_ Grievous thought to himself. _She'll need to be more creative than that to stop me._

The blast flipped the wheel bike over. Grievous allowed himself to be thrown from his seat, though he caught onto its side with one clawed hand before the bike got away from him completely. When Grievous hit the dirt he dug in with his clawed feet and threw the bike at the Jedi's squad of clone bodyguards.

The Jedi was too slow to catch the bike with the Force and her clones were horribly maimed or killed at the sudden impact. The tank droid following Grievous came to a stop and several B1 battle droids and BX commando droids came over to their general. General Grievous didn't even bother igniting any of his lightsabers as his squad of droids surrounded the Jedi.

"General Grievous, you are a fool to show yourself here. The only way you will leave this planet is in the custody of the Galactic Republic."

"Do you really believe you can defeat me, Jedi?"

"Yes." This Jedi had spirit. There was no trying with the Jedi, one either did or did not.

"I don't think so."

"That is yet to be seen. And I'm not the only Jedi here. There is one on his way that you could never hope to defeat."

Grievous let out a laugh. "Good. I am looking forward to a challenge."

"You have one right here."

"You, a challenge to the Great General Grievous? Shall I shut you up and defeat you in your chosen form of lightsaber combat? Shall I once again demonstrate that I am superior to any Jedi? Shall I add your lightsaber to my burgeoning collection? These words sound hollow and tired even as I speak them."

The Twi'lek Jedi was confused as the battle droids raised their weapons.

"Kill her."

The Jedi instantly fell to the red blaster fire. Grievous did not feel like wasting his time with such weaklings today. If his battle droids could kill her so easily then she wasn't worth the Kaleesh's time.

General Grievous looked around at the battle before him. The clones seemed to be less effective than they usually were but their fighting spirit was better than that pitiful Jedi, perhaps some of them would make good opponents.

* * *

General OOM-9's attack group finally reached the eastern edge of the city. OOM-9 specifically chose to lead the amphibious assault. General OOM-9 loved amphibious attacks: the challenge of an entrenched opposition, the transition from water to ground, the utter shock from his enemies when they excelled in taking ground so quickly.

The attack was just like all the others. B1 battle droids, super battle droids, aqua droid, dwarf spider droids, and crab droids rose out of the water as if some necromancer had summoned them from an ethereal realm. The dwarf spider droids and crab droids were the first of the underwater troops to emerge, being as they were the most durable and had the greatest chance of surviving the initial barrage of blaster fire. The multi-legged droids let loose a spasm of blaster fire, but their primary purpose was surveying the dock and obtaining the exact locations of the clone defenders. The B1s, B2s and aqua droids emerge only seconds after. The spider and crab droids had updated the B-series and aqua droids with the precise locations of the clones, so when the bipedal droids surfaced they were able to start firing on the clones with uncanny accuracy that should have been impossible for troops that were previously underwater and hadn't seen the surface.

The droids' wet armor glistened in the sunlight. If there were any organics in the Galaxy that were sexually attracted to battle droids, this would have been quite a sight for them to behold. The droids were quick to kill scores of clones stationed at the harbor.

The tank droids on the water were close enough where they could start shooting accurately. A rocket from one of the battle droids riding on a tank droid flew through the air and blasted an AT-RT. The endless noise of the droids mixed in with the sounds of the waves provided an otherworldly chorus of background music for the battle.

A battle droid riding in one of the MAFs above purposefully dropped out of it. It was the grapple battle droid GD-79. The large, gray droid landed on top of a UT-AT with an ear-shattering thud.

"Get him offa there!" Two clone troopers latch onto him with the ascension cables launched from their DC-15A rifles. The clones were experienced enough to know that the droid's armor was too tough for it to be brought down by shooting it. Still, using their cables wasn't the best idea either. The grapple droid violently pulled on one of the cables, sending the clone flying in his direction. GD-79 caught the clone by the head and crushed it with one massive hand. The grapple battle droid then pulled over the other clone before he could let go of his gun. GD-79 snapped the clone's back in half, introducing the clone's feet to the back of his head. He tossed the corpse away and grabbed the UT-AT's primary laser cannon, ripping it free of the rest of the vehicle. The grapple droid swung and cannon around and impaled it deep into the tank. The UT-AT shuttered for a second before exploding.

In truth there were few units the Republic had that could counter a grapple battle droid short of a heavy tank and GD-79 just proved how well he could deal with that particular problem.

PACs that had skimmed over the water were now depositing battle droid troops on land. The STAPs were heading into the city. There was little else standing in OOM-9's way. The CIS group attacking the eastern half of the city had incurred no casualties. The attack had gone very well, possibly the most successful amphibious assault to date.

* * *

While things were going well on the eastern side of the city, the situation had changed on the west. Commander EEK-176's forces were having more trouble breaking through to the city. It was as if Dr. Destroyer had suddenly broken his Battle Interference.

From up in the _Emerald Slicer_, EEK-176 got a good few of a Venator star destroyer and two Acclamator assault ships descending down towards the city. It was clear that the Republic had some reinforcements but that didn't explain why the current group of clones were suddenly doing better. The Ithorian could have broken his technique but EEK-176 could not think of a reason why he would do so. Dr. Destroyer wasn't in any danger; he was safely up in the 8th Fleet. What would cause him to break his concentration?

Just the brief moment of sightseeing the Republic capital ships and EEK-176 had lost the clone officers amongst the mess and carnage of the battle below. The Confederate infantry were in spitting distance of the clone troopers. KJZ-8267's group of various recon repulsorcraft had gone ahead into the city's interior but the larger vehicles were still in out on the dusty plains. The _Emerald Slicer_ had to bank hard to port to avoid an incoming missile from a clone below. The Republic was forced to rely on rocket launcher-wielding clones at this point; they had lost almost all of their anti-air tanks.

Though losing his primary targets, EEK-176 was not helpless. The Separatist Droid Network was performing perfectly and the droids on the ground were able to act as their commanding officer's eyes. There was just the barest minimum of lag time as the droids wirelessly traded information with each other. The sniper rifle-wielding command droid in the shuttle was alerted to the precise locations of several clones that ranked sergeant or higher. Assassinating the clone leadership was suddenly lowered in priority as Commander EEK-176 caught sight of a trio of clones trying to set up mortars.

EEK-176 patiently waited as the clones set up their mortars—and were stationary, before taking the shots. He fired three shots at perfectly rhythmic intervals from one another. Each of the violet streaks came down on their target flawlessly. Every member of the mortar squad was killed by a headshot from above. Only after checking for any more mortars did the sniper commander go back to killing officers.

* * *

The Venator star destroyer came in low, hovering over the north side of the city. It cast a long shadow over the droids and clones fighting below. LAAT gunships rained down on the droid army, Vulture droids racing up to greet them with crimson fire. V-19 Torrent fighters swooped down to deal with the droid starfighters while the Republic's older gunship fighters stitched green cannon fire across the hulls of homing spider droids until they exploded into balls of burning metal.

General Grievous looked up with enthusiasm; maybe there was a Jedi in that new group worthy of his time. "All troops hold position. We'll let them come to us." The cyborg wasn't worried about making it to the city; it was being attacked from all directions after all.

Purple Y-wings painted the Confederacy's ground troops with proton bombs and cannon fire. Gunship fighters and V-19 Torrents prevented the Vulture droid fighters from stopping the bombers from carrying out their task.

One LAAT/i gunship (with custom purple markings) in particular came in close and low towards Grievous' location. The cyborg general had no ranged weaponry at the moment, but the battle droids surrounding him opened fire. The clones riding in the belly of the gunship fired back, quickly proving themselves to be expert marksmen. Grievous noticed that not only were these clones performing better than the other clones he fought in battle today, but they seemed to be some of the best he had ever seen. Much to Grievous' endless frustration, he had observed his droid troops bested in combat by clones countless times, but in this confrontation the fight seemed remarkably one-sided. Not even the BX droid commandos were pulling their weight this time.

"By the Force! General Grievous is here!" Grievous could hear one of the clones exclaim. The Kaleesh was barely able to make out that these clones were covered in odd violet markings before they opened fire on him.

The clones belonged to the 187th Legion, one of the most elite clone units in the entire Grand Army of the Republic. They had proven themselves in many battles and were able to pull off some of the most stellar victories the Galaxy had ever seen. The 187th had the best foot soldiers, the best pilots, the best engineers, the best scouts, the best snipers, and the best saboteurs. They were not as famous as General Skywalker's vaunted 501st Legion, though only because if the 187th's exploits were posted all over the HoloNet the Republic would be accosted with accusations of war crimes. The 187th Legion had the privilege to serve the Jedi Master and High General Mace Windu.

The 187th's other leader was Commander Krane. Despite his failure at Thule, Commander Krane had done well enough that he had been put in charge of the 187th Legion. The 187th were easily the best troops Krane had ever worked with, and the commander intended to retain his position as their leader. That meant no more screw-ups… like the disaster at Thule.

"Mr. Purple, I think it's time we showed Grievous how we deal with droids."

"Yes, Commander." The clone Krane addressed had more prominent violet markings than the other clones (excluding Krane). Mr. Purple aimed an EMP launcher and fired.

Grievous avoided the shot, but the electric blue blast still took out a nearby BX droid commando. Other clones riding in the purple gunship started to fire upon Grievous with their various weapons. Krane charged up his Z-6 rotary blaster cannon and started shooting.

"This is Grievous we're dealing with here!" Krane yelled. "Don't be cheap now, don't be afraid to use the rockets!" The gunship fired its rockets as and one of the clone passengers used a PLX rocket launcher. The explosions nearly took out their target, but Grievous was still moving.

Grievous was able to cover a lot of ground very quickly with his long, looping strides. He occasionally killed a clone or two as he ran. The clones in the gunship were making a mess, destroying several battle droids as they tried to kill the cyborg, yet they never seemed to hit any nearby clone allies Grievous ran past. The general actually took a few hits from the small arms fire but it was nothing his armor couldn't handle. It was the EMP launcher he had to watch out for—it that hit him his life support systems could fail and he would die a very disgraceful death indeed.

The cyborg general finally had enough and used the grappling hook installed on his arm to latch onto the hull of a passing Sheathipede shuttle and was lifted into the air. Grievous was still a potential target but the CIS shuttle was able to quickly carry him away to the city's interior.

"General Grievous is retreating! Well done!" Krane had a feeling he wouldn't be the one to kill the CIS leader. But the clone had made the cyborg look like a fool, forcing him to flee so easily. Krane was content with that victory. _No loss to me,_ Krane thought to himself. _If he's going into the city then the General will kill him._ Krane opened up a comm channel and informed Mace Windu that Grievous was heading into the city.

* * *

"_Commander EEK-176,"_ SSA-719 came in over the comm.

"What is it, Captain?"

"_We're taking fire from clones with violet coloration on their armor markings. It doesn't match any known rank of clone we've come across before. But they are very effective."_

EEK-176 used his sniper rifle to get a closer look at the new clones. "I don't like this. Perhaps they are some elite unit."

"_Where is Grievous? They're coming in from the north and cutting right into our flank!"_

"Grievous' attack force is finished." Things were looking bad for the droid army, yet the passing of General Grievous would have been welcome news to every battle droid in the Confederacy.

"_Is he dead?"_

"I don't know. Keep fighting, hold your position for now."

"_Roger roger."_

EEK-176 contacted OOM-9 over the comm. "General, the western attack group is getting hit hard from the north! Grievous has either fled or is dead."

"_I doubt the General is deceased. Hold out as best you can. I'll push my forces through the city faster and we'll meet on your side. I'll contact Zako and tell him to do the same."_

"Right." EEK-176 murdered a clone sergeant from kilometers away. The poor bastard had no idea what killed him. The command droid did not stop sniping while he talked but he was running low on higher-ranked clones to kill. While EEK-176 was fine sniping out of his Sheathipede shuttle high in the sky, the command droid clearly saw the clones were fighting much better than before with no signs of slowing down. The commander was now completely sure something had gone wrong with Dr. Destroyer's Battle Interference.

* * *

Hundreds of battle droids had infiltrated the city's sewer system when OOM-9's forces landed at the docks. They had traveled underground, unimpeded by the clone forces, and were using detpacks and time bombs to blow holes in the city streets and started crawling out of the ground at certain intervals. They looked like skeletons emerging out from holes right out from hell. Such a maneuver was uncommon on such a massive scale and caught the clone defenders completely off guard. The Republic had set up defenses to counter the enemy they could see moving on the city streets, when explosions started blowing holes in the ground behind them they were not in an ideal position to react effectively.

OOM-9's army pushed through the city quickly. Clones were slaughtered in the crossfire zones the droids had set up. The quick fighting was preferable to ensure that civilian casualties were kept to a minimum.

General OOM-9 was walking through the streets on foot when a Sheathipede shuttle flew overhead and a certain Kaleesh cyborg dropped down near his location.

Grievous landed with a clunk that cracked the cement. The Supreme Commander of the Droid Armies was uninterested in the battle between clones and droids that was before him. OOM-9 had a feeling the Kaleesh would run to a battle site that was going in favor of the CIS; Grievous was a predictable coward. It would have been too much to hope that the Supreme Commander of the Droid Armies had actually died.

"Check your fire! Watch for civilians!" OOM-9 ordered his troops.

"You are an odd one, General OOM-9." General Grievous walked up to OOM-9, towering over the command droid. OOM-9 was surprised that Grievous bothered to address him by name.

"I've never seen a battle droid so concerned with the life of organics, then again, your kind isn't very good at killing them either."

"Your charm and wit knows no bounds, General Grievous. If we don't protect the civilians, then why are we fighting this war?"

"To defeat our enemies in battle."

"True. But it would be monotonous if we indiscriminately killed all organics. It would get boring if we wiped out _all_ life in the Galaxy."

"Yes, I'm sure all you sharp-witted battle droids get bored very easily."

"Organics are an important part of the Galaxy. If we killed them all, it would be over, and then it would be boring. We have to leave someone alive. Even if we exterminate the entire Republic, later generations of the Confederacy will break apart and wage war on each other again. And I will have a war to fight again. And the cycle will continue, as long as I have organics to watch over."

"You certainly have the future planned out." Grievous stared at the droid. "You think to become the Supreme Commander of the Droid Armies?"

"I know I will. For all your improvements, eventually you will die. From battle or old age, it will not matter. This droid army, that you think so little of, will be mine. I will outlast you all, it is a simple matter of fact."

"Watch what you say, droid. Or you will find your own life much shorter than mine." OOM-9 knew better than to incur Grievous' wrath but he had risked it by speaking honestly anyway. OOM-9 had nothing to fear, if the cyborg had decided to cut him down he could easily be repaired and put in working order again. The conversation was a trial to see how far OOM-9 could get away with the Kaleesh. Grievous had killed others over much less in the past. But Grievous had been performing extremely poorly lately, losing huge amounts of troops, ships, and military installations in minor skirmishes. From what OOM-9 could tell, he currently had more favor with Count Dooku than Grievous did and it was possible that the Kaleesh knew this as well. It was the most logical explanation as to why the cyborg didn't destroy him on the spot for stating the obvious fact that Grievous would eventually die of old age and OOM-9 would be his successor—Grievous would have incurred the wrath of Count Dooku for assaulting a valuable pawn. OOM-9 didn't much care for playing politics, but that didn't mean he wasn't skilled at the game.

Political strategies and tests of patience would have to wait; there were enemies to kill. And judging from how many friendly signals were disappearing a few city blocks away, OOM-9's attack group was closing in on a dangerous foe.

General Grievous was about to take his leave and go hunting for any Jedi that might be lurking about the city when a flash of lightsabers cut across the sky and dissected a quartet of battle droids in seconds.

It was a dizzying array of colors. When they finally stopped, they revealed a female Xexto to be the wielder. Xexto were on average a short, lanky species that were most notable for the fact that they had six arms (through two of them were primarily used as legs). This particular Xexto Jedi was skilled enough that she wielded four lightsabers at the same time.

OOM-9 fired a quick volley from his custom E-5. The trio of violet lasers was dead center on the Jedi's torso, but one of each of the lasers were deflected away by three of the Jedi's four lightsabers. With so many lightsabers and being such a small target, OOM-9 figured he might have an actual problem dealing with the Xexto Jedi.

"General Grievous. Your rein of terror and murder is at an end."

"Perhaps you will provide me with an actual challenge." Grievous' voice with filled with hopeful malice. The lanky cyborg turned and jabbed OOM-9 in the chest with a clawed finger. "Continue your march through the city. I will deal with this Jedi slime myself."

"Roger roger." OOM-9 gave Grievous the basic stock acknowledgment battle droids used.

The command battle droid turned and continued onward. He didn't bother to watch as Grievous activated his four lightsabers and charged at the Jedi. He had a good idea of what would happen. Under other circumstances OOM-9 would have liked to watch the fight, it wasn't often that you saw a duel between two combatants that involved eight lightsabers altogether.

OOM-9 and his squad needed to find and eliminate whatever was up ahead that was causing so many friendly signals to disappear from the network.

* * *

General OOM-9's squad soon came across the culprit behind the lost signals. A certain bald Jedi was finishing cutting up the last of a squad a super battle droids. OOM-9 and his troops had never fought this particular Jedi before but they immediately knew who it was on sight. Everyone in the Confederacy would recognize _this_ particular Jedi. Before them was the most powerful Jedi in all of the Order, so easily distinguished by his purple lightsaber, Mace Windu.

It had been an incredible stroke of good fortune. They droids had the chance to turn the tide of the war deeply in favor of the CIS right now. The death of Mace Windu would be a huge moral boost to the Confederacy while sending Republic citizens fleeing to the faux safety of their security blankets.

"Kill him!" OOM-9 knew it wouldn't be an easy victory. He considered updating General Grievous with the new information but decided against it for the moment. In theory OOM-9 could have just waited as Grievous and Windu fought it out. The Kaleesh would likely lose and OOM-9 would be done with the cyborg. But the longer Windu was alive, the better chance he had at escaping and OOM-9 was not going to let this opportunity pass him by. Windu was a far bigger problem than Grievous and OOM-9 wanted him dead as soon as possible.

Though quickly turning Mace Windu in a corpse seemed beyond the capacity of OOM-9's current squad of B1s, B2s and aqua droids. The Jedi Master dodged their attacks and cut them to pieces as if they were nothing. It was a good thing OOM-9 had a backup plan; he always had a backup plan.

A type B Sheathipede escort shuttle came in low and droids started falling out, landing cat-footed as they hit the hot city pavement. OOM-9's squad of HouseKarl battle droids had arrived. OOM-9 had been keeping the elite droids in reserve, specifically so General Grievous didn't see them or their abilities. The battle droid general wanted their existence a secret in case he ever needed to use them against Grievous and his entourage of MagnaGuards one day.

Windu should have no idea what hit him. The HouseKarls looked like regular battle droids with the exception of their purple markings. The only thing that might give the Jedi pause was that some of them were holding melee weapons; Windu would not likely have seen a lot of droids with the double-edged ZK-III battle-axe or the RW-B power war-hammer. The squad of HouseKarls didn't leave a lot of time for observation or contemplation anyway; they were upon the Jedi and attacked before the human was even finished with OOM-9's first squad.

That's when it happened—OOM-9 saw with his own photoreceptors a HouseKarl get cut to pieces by Mace Windu. The Jedi Master did it without batting an eye, as if the elite droid were nothing more than a common B1 unit. The HouseKarls had never lost, never been defeated. They had taken some damage here and there, but one had never been destroyed before. Their perfect record had been shattered in a split second. In the next split second their previously flawless record was shattered again and again and again.

The Jedi cut through OOM-9's elite droids as if they were in slow motion. All the while he held the grace of someone who was uninterested with what they were doing, as if Windu were a prodigy youngling student who was bored with taking an exam he found far too easy.

OOM-9 always had a backup plan and a backup to his backup plan. One could never be too careful. A second shuttle had looped in low and the Z1 special ops battle droids piled out this time. They already knew what they were fighting and how dangerous the Jedi was, the network linking the droids had warned them of that.

Mace Windu was only halfway through the HouseKarl battle droid squad when the special ops droids attacked. The Z1 units had an advantage, as their weapon set was the opposite the HouseKarls' were using: the special ops droids were equipped mostly with ranged weaponry while only a few had melee weapons.

The Jedi Master changed up his speed and pacing—now he looked like he was actually paying attention to the battle he was in. Still… Z1 battle droids started to fall to pieces just like their HouseKarl brethren had.

General OOM-9 still had one more immediate ace in his arsenal: the grapple battle droid GD-79. The dark gray droid was only a street over and was quickly closing in on the Jedi was per OOM-9's wireless request. The B1 grapple battle droids were made for killing Jedi. There was a possibility that the grapple droid wouldn't be able to send the Jedi off to the afterlife either, in which case Grievous might actually get a shot at killing Windu. OOM-9 highly doubted Grievous could succeed where he would fail but anything seemed possible at this point.

What was left of the HouseKarl and Z1 droids finally proved that Mace Windu was not an all-powerful demigod. Even the greatest of the Jedi had limitations and Windu revealed his when he turned and fled into a building. The signage above told that the structure was the city's museum. All the battle droid followed the Jedi in, including OOM-9 and GD-79.

The interior of the building was eerily silent and dark. The section of the city the museum was located in had lost power due to the battle that raged outside. Natural light still shown through the windows preventing Windu from having any darkness to hide in, not that it would have helped him anyway.

"Fan out in groups of three," OOM-9 ordered. There weren't enough droids left for everyone to have a full group so OOM-9 and GD-79 searched as a duo.

The droids were quick but careful as they searched for their prey but it soon became apparent that the Jedi was no longer on the first floor. They started moving up to the higher floors, teams stopping at the second, third, fourth, and fifth. They were wasting too much time having all teams scan the same floor together. They had to move faster. There was even the possibility that the Jedi had gone all the way up to the roof and had already escaped, meaning OOM-9 and his elite droids were just wasting their valuable time.

GD-79 and OOM-9 ended up searching the fifth floor. The pair was going through a large exhibit dedicated to displaying old-style paper books. A lot of the books were very old and priceless. It would be a shame if anything happened to them, not that OOM-9 cared. The command battle droid saw the books as nothing more than a severely outdated way of storing information. Being a mere command battle droid with limited processing power OOM-9 was hesitant to change, but being around humans like Zako and Katen for over a decade had changed his personality and expanded his ways of thinking. Still, Katen and Zako had never shown an express interest in old print books, so OOM-9 and the other droids never developed a sense of wonder or reverence for the outdated medium.

But the books weren't important, finding and killing Mace Windu was. In his right hand OOM-9 had his custom E-5 blaster rifle put on the flamethrower setting and ready to go. He would be a fool to try and use one of the blaster settings on a Jedi of Windu's caliber at such close quarters. In his left hand OOM-9 had his ZK-II war-axe activated. A soft purple light emanating from the axe's edge splashed a violet glow against the stacks of old books.

GD-79's heavy footsteps echoed loudly across the empty floor. There was the sudden snap-hiss of a lightsaber and Jedi appeared from around a bookcase and dashed in at OOM-9. The battle droid general blocked a fluid strike from the saber with his axe that would have taken his head off.

OOM-9 answered with his own strike and the Jedi cartwheeled away a good distance. Windu stopped, not moving a muscle. He was aware that GD-79 had suddenly disappeared. OOM-9 had already wirelessly updated the other droids that he had found the Jedi.

Windu bent at the knees and held his lightsaber at an angle facing towards OOM-9.

"Master Windu, how kind of you to join us. I thought you would have fled. After all, what's the harm in missing a few battle droids in the grand scheme of things? But then again, the way the clone armies of the Republic fight it looks like you might have to win this entire war by yourself."

"You look like a regular droid, but I know that isn't the case." Windu's eyes narrowed and his mouth curled into the slightly frown imaginable. "No regular battle droid could wield such a weapon and successfully parry my attack."

"How very observant of you. I am more than I seem to be, but I am not the only droid that can stand against you."

"I noticed that from your troops. They look like regular droids aside from their custom coloration, yet they fight like MagnaGuards. It must have been difficult to construct such droids."

"Not at all. Increase the quality of the armor plating and targeting sensors, increasing the processing and power output and you can turn any droid into a murderous machine of death superior to any organic being. It is quite simple. I've noticed for a long time throughout galactic history that organic companies have—whether intentionally or through their sheer ineptitude, have produced weak and stupid droids. You fear us. You fear us because we're stronger than you, smarter than you and better than you if given the chance."

"No amount of technology, no matter how advanced, can compare to the power of the Force."

"Say that all you want, it won't save you from the inevitable truth that you are going to die!" OOM-9's plan was working. Windu was a talkative fool, Jedi often were. The battle droid general was merely biding his time as the other droid teams scrambled to reach his location.

Before either of them could get in another remark on their little conversation GD-79 burst through the bookcase next to the Jedi. As if a stream bending to the curvatures of a mountain, Mace Windu was fluidly able to avoid the grapple droid's swipes and strikes.

Not planning on playing defense forever, Mace struck back with at the large droid, hitting him in the forearm. GD-79 effortlessly pushed the purple blade backwards, throwing Windu off balance. OOM-9 took the opening provided and let loose a stream of fire from his custom rifle. Windu flew through the fire unfazed; OOM-9 guessed that the thinnest of Force barriers was protecting him.

The Jedi came at OOM-9 despite the flames; OOM-9 caught the lightsaber against the edge of his axe again and pushed the Jedi back. Windu was thrown against a bookshelf but quickly bounced off it and went back to strike a charging GD-79. For once Mace was too slow and the grapple droid caught him in the side with his right claw. Just before the gray droid could clamp down harder and break a few ribs Windu brought his saber upward and slashed GD-79 at the elbow, taking his part of his right arm off. The grapple droid stumbled back for a second while OOM-9 fired rockets from his rifle. B1 grapple battle droids had both phirk and cortosis plating on various parts of their bodies to keep them from being effortlessly cut up by Jedi. But Windu had hit the droid at a joint that wasn't made of lightsaber-resistant material.

Just as some of the HouseKarl and Z1 droids had shown up Windu turned tail and dove over the guard railing that protected people from falling to the floor below. OOM-9's rockets took out the guardrails and a good part of the floor as he continued to fire at the Jedi. OOM-9 and GD-79 both leapt over the ledge, determined not to let their target escape. Just as Windu touched down on the floor below he had to dive out of the way as OOM-9 slashed with his axe and landed where Mace had been a split-second before. GD-79 followed suit with a much larger thud when he hit the floor feet first. The floor trembled and for a moment OOM-9 thought GD-79's impact was going to create a hole that would drop them down to the next floor.

The books on the upper floor had caught fire from OOM-9's flamethrower attack and a healthy blaze had started to envelope the area. Neither the Jedi nor the battle droids cared about the irreplaceable artifacts that burned away. The other droids followed OOM-9 and GD-79 and also jumped down to the lower level.

Windu stood there for a moment, eyeing his opponents. One of his sleeves had been partially torn by debris from the floor that had been sent scattered around by OOM-9's bulldog RLR rockets.

"You couldn't defeat me when there was only two of us, you stand no chance now."

GD-79 flexed the claws in his remaining hand for a moment. "I only need one hand to crush your skull, Jedi!" The grapple droid took off at a run, charging straight at the Jedi Master. It was as if a freight train was about to run down a shaak. Windu realized this himself and used the Force to blow a whole in the window behind him before jumping out of the building.

As the droids made it to the opening they saw that Windu had managed to land on the top of a passing train that just happened to be going through the city. OOM-9 called in for the shuttles to come pick them up, Windu wasn't going to get away that easily.

* * *

High Jedi General Mace Windu had earned a slight reprieve. The battle droids he fought today were much more effective than the standard fair he was accustomed to fighting. Either the droids in general were getting smarter as the war dragged on or he had stumbled upon an elite fighting force. Either possibility was bad news for the Republic. At the very least the battle droids with the purple markings and the ones coated entirely in black were elite custom units. Mace was fortunate enough to put a dent in their numbers so he didn't consider that they would be much of a threat any longer—unless there were more standing by. Given how cheap the Confederacy was that prospect didn't seem likely.

The Jedi Master looked around the city as the train took him through it. The track's support pillars were several stories tall, towering over the private residential buildings but shorter than the corporate and private structures. Mace was in a good position to easily see how the fighting was going in the skies above and the city streets below.

The clones still in the city streets were being overrun but that was to be expected. The sole purpose of Windu's mission was to evacuate as many Republic personnel he could off of Aargonar. They were never meant to stop the Separatists from taking the city… or the planet. Still, the clones were being beaten back much faster than Mace had thought.

The CIS infantry was a mixture of B1s, B2s, aqua droids, droidekas, dwarf spider droids, crab droids, octuptarra droids, humans, Neimoidians, Gossam, Geonosians, and Koorivar with a few rare variants of the B-series droids like the baron battle droid or the thermal detonator battle droid. Windu found it to be a rather unusual combination. He was so accustomed to fighting uniform hordes of B1s and B2s with the occasional droideka team thrown in the mix.

The CIS fighters in the sky were just as varied as the troops down below. There were so many different aircraft he rarely saw before. Most prominent were the E-STAP-series starbombers, Windu had gotten used to seeing the Hyena droid bombers more than anything else. He also noticed that the aircraft came in the old Trade Federation colors as well as the newer CIS gray and blue. Their appearance gave the effect that the droids were a disorganized mess yet they fought well.

Mace Windu was not without problems as he rode on top of the train. Several rocket battle droids had jetted over and started shooting at him from afar. He effortlessly deflected the attacks from their rifles with his saber. Although Windu could block the blasters all day he had work to do. The Jedi jumped, under the influence of the Force, shooting through the hot air and grabbing onto the droid nearest the train before taking his head off with his lightsaber. As the decapitated droid's body fell Windu jumped again and landed on the next droid. The Master Jedi repeated the process until he had destroyed all the jetpack-equipped droids. Even when the droids had figured out what he was doing and tried to jet out of the way Windu was still able to catch them all. When Windu had killed off the final rocket battle droid he jumped again and this time landed on top of a passing blue Vulture droid.

The droid starfighter was not pleased that he had acquired an unexpected passenger and quickly did a few spins to try and shake the Jedi off his hull. Mace Windu was able to hang on and retaliated by cutting off the droid's port wings with a single swift stroke.

The droid fighter started spinning out of control and fell towards the end of the city—taking Mace Windu to the western edge where EEK-176's battle group was fending off attacks from the 187th Legion.

Sergeant 3B3-888 had noticed several rocket droid signals had lost connection to the network and turned his head in time to see Mace Windu fall from the out of control Vulture Droid. The Jedi landed on his feet and instantly went after a marine battle droid wielding an E-6 blaster rifle. The human Jedi charged in directly and cut the droid marine into several pieces. Windu caught the attention of a flame battle droid and a plasma battle droid that quickly suffered the same fate as the marine had. The Jedi then started zipping around the battlefield, killing all manner of CIS troops from B1s and B2s to organic soldiers like Geonosians and Koorivar.

Windu combined with the 187th's latest push and things were starting to fall apart for the Separatists. 3B3-888, like all the other droids, had been informed by the network that Mace Windu was here in the city but the B1 battle droid sergeant had been surprised at how quickly the Jedi had changed his location. Just a few minutes ago he was supposedly being pursued by General OOM-9 much deeper in the heart of the city, yet now he was on the western edge causing untold levels of chaos and destruction.

But Mace Windu was not the only one who had made his way over to the western edge of the city. Commander Zako and Major Katen had left their battle group and taken their AAT to the western side to help out against the flank attack on EEK-176's forces. Much to Zako's protest, Katen had abandoned the tank and fought on foot, though she somewhat regretted her decision. "Damn it sure is hot out. What is with us fighting on so many desert planets lately?"

Major Katen saw Mace Windu approach. She had become very proficient in fighting Jedi since the Clone Wars had begun. She liked it when the others considered her to be an 'anti-Jedi' unit. But most Jedi were actually very poor at melee combat, being accustomed to being able to cut through everything with one strike or spending most fights deflecting blaster bolts from firearms. Katen didn't believe for one second that Mace Windu was like other Jedi. But she had to make a choice, she either had to fight or flee. There was no room for thinking out a plan of attack when fighting Jedi, for they could read your thoughts and use them against you. You had to make snap decisions and go with your gut. Ashley Katen had made her snap decision; she was going to fight.

"You're gonna wish you stayed on Coruscant, old man!" Katen activated her electrostaff and charged after the Jedi.

Master Windu saw the human female with the electrostaff coming at him. Given his previous encounter with the droids of remarkable skill earlier, he had no desire to put up with any more crap from whatever this woman offered. But he was sure that if she was using an electrostaff then she was be trouble.

The Jedi answered Katen's charge with a Force push, sending her sprawling backwards. Katen hit the dirt ground at a hard angle but before she could get back up Windu hit her with yet another Force push.

Katen took the next invisible blow and managed to barrel roll her body across the ground. She was lucky she was wearing her armor or she could have lost a lot of skin otherwise. 3B3-888 saw the whole thing and noticed that the major was moving funny as she came out of the roll on her feet. 3B3-888 was no medical droid but he knew Katen long enough to tell when she wasn't moving properly. It looked to him as if her left shoulder had been dislocated.

The Jedi Master was still advancing on Katen. 3B3-888 ran over to his friend and fluidly swapped his E-5 blaster rifle for her electrostaff and pushed Katen out of the way. The B1 battle droid reactivated the electrostaff and charged at Windu, replacing himself as the Jedi's new opponent. Windu kept coming and took off 3B3-888's left arm with a swift downward swing of his saber. The Jedi then deprived the battle droid of is right arm. The droid hadn't even been able to connect the staff to the saber the Jedi had moved so fast. When Sergeant 3B3-888 was nothing but an armless torso on legs Windu finished him off with a mighty Force push that sent him flying several meters away.

Katen had been running away but she was still too close to the Jedi. A B1 battle droid coated in a black and gray camouflage pattern came in and challenged the Jedi on his own. The B1 kept his E-5 blaster rifle in rapid-fire mode as he tried to murder the Jedi. Windu deflected the shots as he ran, eventually catapulting himself in a huge somersault that propelled him up and over the battle droid. To the droid's credit, he kept shooting at the Jedi as his target went up and over with astounding speed. When Windu landed on the ground again the droid still had his sights on him and tossed a V-1 thermal detonator. Windu suddenly burst forth with the speed of the Force, past the thrown explosive and cut the black and gray droid in half at the torso with one swift stroke. The battle droid had failed to kill the Jedi but bought Katen enough time to get away safely.

Mace Windu instantly had a new opponent in the form of Commander Zako's dark gray and blue armored assault tank. The commander had seen Katen, 3B3-888 and the other valiant B1 get thrashed by the Jedi and he was pissed.

The AAT's secondary laser cannons heated up as they fired at the moving Jedi. Windu was quick but the red lasers were dangerously close to vaporizing him. The Jedi dodged around in a looping, wide semicircle before turning and jumping on the front of Zako's armored assault tank.

With the Jedi on the front of his tank and posed to cut his lightsaber into it, the human operator knew he had only one venue of counterattack that stood a chance at killing the Jedi. Commander Zako immediately hit the accelerator and slammed the front end of his AAT into the side of a building, attempting to crush the Jedi. Windu jumped off at the last second and soared through the air to greet a hunter-seeker droid that was hovering nearby.

Two rocket battle droids that were previously on the ground started up their jetpacks and took off after the Jedi hanging from the hunter-seeker droid. One of the rocket droids had an E-5; the other had a SE-14 pistol and thermal detonators. The droid with the detonators threw one up at Windu as he sliced up the hunter-seeker droid. The E-5-wielding rocket droid shot the grenade as it sailed through the air, causing it to detonate prematurely—right as it was near the Jedi. It was an impressive display of timing and teamwork that only droids (or the most highly trained organics) could ever hope to achieve. Mace Windu somehow survived the explosion unscathed and fell down to chop up the droids as they tried to cut him with their wrist fusioncutters.

Commander Zako's tank no longer moved. It was currently unknown if the tank was merely stuck or if Zako seriously injured himself (or even died) in the crash. Whatever the commander's condition was, the tank was not going to be bothering Mace Windu again.

A quartet of destroyer droids rolled in to finish Mace Windu off once and for all. They deployed into attack mode and activated their shield generators, encasing themselves in protective blue bubbles. Whether the Jedi chose his blade or to redirect blaster fire, he would not be able to finish the droids quickly before they killed him, or at least that's what the CIS central control computers of the network thought. Windu called on the Force and brought up the dirty ground beneath the droids, causing them to hover midair on little floating islands. Mace manipulated the islands, quickly turning them sideways and smashing them into each other, crushing the droidekas even though their shielding was up.

* * *

The shuttle carrying OOM-9 and his elite droids reached the western edge of the city. Even though the elite droids joined in on the fighting there were too few of them to make a difference. The Separatists were fighting a losing battle on the western edge of the city. OOM-9 couldn't find Mace Windu in the chaos and opted to just kill as many clones as he possibly could.

In the skies above Commander EEK-176 was still sniping away from his brown Sheathipede shuttle. He had given up trying to kill high-ranking clones or targets of interest and instead killed as many clones as fast as he could. But no matter what he did it never seemed to be enough.

"SSA-719, fall back! I'll cover you!" EEK-176 killed a pair of clones that were attacking the security droid captain.

Lieutenant KJZ-8267 came around on his AST. The pilot battle droid had singled out the enemy's clone commander, who was wrecking havoc with a rotary cannon. Krane saw the repulsor vehicle headed his way and was able to dodge the incoming laser blasts. The clone planted a time bomb as the armored scout tank went by. KJZ-8267 saw the explosive device and knew you wouldn't be able to get it off in time so he veered to the nearest cluster of clones and bailed out. His scout tank crashed in the squad and the time bomb exploded.

KJZ-8267 unhooked the E-5 shotgun from his back and tried to kill Krane but the clone's rotary cannon derived him of his head and left arm.

The rear hatch to Zako's tank opened up and the cyborg stumbled out. In nothing but his officer's uniform he was in no condition to fight such competent clones, but he would do so anyway. The hot air stung his eyes and irritated the hell out of him; he hadn't planned on leaving his tank precisely because it was so miserable outside. But his minor discomfort was nothing compared to what was going on around him. He fired at a few clones before spotting the Jedi and started to make his way over to Windu's location.

"Shit!" EEK-176 killed another pair of clones but was too late to save the B1 battle droid they were attacking. The CIS numbers were wearing thin. Landing craft from Grievous' army were closing in on the area but the extra help wasn't being fast enough.

The Republic was fed up with the droid sniper riding in the Sheathipede shuttle and a trio of purple Y-wings flew in and hit the shuttle with a volley of blue lasers. The _Emerald Slicer_'s starboard engine burst into flames and the ship whined as it fought against the forces of gravity.

As the shuttle fell EEK-176 bailed out. A pair of clones noticed the droid in freefall and started shooting at him. Luckily, EEK-176 was falling towards one of the buildings on the edge of the city. Just when he was about to collide with the structure the command droid pushed off the surface with his foot, kicking up a lot of dust (brought on by the battle). The impromptu smokescreen blinded the clones from their target but two violet beams cut through the dust cloud and each nailed one of the clones. EEK-176 hit the ground with a thud but he landed on his feet.

Finally on the ground, the Separatist Droid Network had given EEK-176 an alarming update. Commander Zako was closing in on Mace Windu. EEK-176 took off running, he didn't have much time to get to a sniping position.

The network had informed OOM-9 of Zako's actions as well. The droid general hooked his E-5 vertically along his back and his axe horizontally along the bottom of his backside. OOM-9 hurried and snatched up an E-60R rocket launcher from a fallen B1 and started rushing towards Windu's location.

Commander Zako had reached Mace Windu. There were no clones or droids in the immediate area (other than the crab droid Windu had just finished destroying). Zako put away his E-5 on his belt; he knew he didn't stand a chance at hitting the Jedi. Windu would block everything he shot and Zako knew it. He pulled his ZK-II war-axe and activated it. Zako knew he stood no chance with this weapon either, but it was better than the blaster.

"Over here, Jedi!" When it was clear Zako hadn't gotten the Jedi's attention he tried again.

"Mace Windu!"

"Do I know you?" The Jedi turned towards the cyborg and had his lightsaber raised and ready, yet didn't move to attack.

"No, but I know you. Everyone in the Confederacy knows the greatest Jedi of the Order. So, what brought you out of your palace on Coruscant? Surely you didn't come all the way out here in the middle of nowhere to deal with a couple of grunts like us?"

"And who are you?"

"I am Commander Karl Zako of the Confederacy of Independent Systems, and I will not bow down to you! I may be weaker than a Jedi Master, but cut me down and a million more will take my place! And when I'm slain, I'm going to fall face first so that when I'm dead the Galactic Republic can kiss my ass!"

OOM-9 kept running; Zako didn't have much time. If it came to a duel, the Separatist officer would lose to the Jedi. OOM-9 knew one couldn't save everyone in war. There were always going to be casualties, but most of those numbers were negated by the fact that most droids could be repaired after being destroyed in battle. It was his organic soldiers OOM-9 had to really worry about. They weren't repaired so easily and sometimes couldn't be saved at all. OOM-9 had been given more and more organic troops to lead recently; he was a popular choice since his army's causality rate was so incredibly low when compared to others. But the hard truth was not everyone was going to survive the war. On a certain level OOM-9 just wanted to ignore statistics and aim for the impossible. Why should he let math or common sense or the unseen forces of the universe tell him what he could or couldn't accomplish? Even if he couldn't save everyone, at least he could ensure that Commander Zako lived to see at least the next battle after today. It was a rather organic urge—one often associated with the rowdy humans that were always accomplishing (or trying to accomplish) great and unachievable things. OOM-9 had spent a long time around humans, parts of their infectious nature had rubbed off on him and a lot of the other battle droids. It didn't seem to be a bad thing.

"How can you be so stupid? How can you be so blind? You Jedi claim to be peacekeepers yet you slaughter any who don't bow down before you! There would be no war if you Jedi bullies had just left us alone!" Zako continued his rant against the Jedi. It was working so far; he was keeping the Jedi Master in one place without having to fight him.

Commander Zako's rant had run dry. Mace was ready to attack. Karl Zako knew his time had come. He knew he couldn't win, but he would fight anyway. Though even at the very end he still believed his friends could save him at the last second. He didn't believe in much but he had faith in his friends.

"Let's see what you're made of. And I mean that. Do you bleed like the rest of us or do you ultra Jedi just turn into magical space dust or something?" Zako held his axe ready in his fighting stance.

Windu started towards the Separatist officer, only to instantly be forced back through the air. A violet rocket had violently exploded where he was seconds ago. OOM-9 had nearly plastered Windu's guts all over the place. It was such a close shot. The Jedi would have been dead if not for the Force protecting him. Even as Windu was propelled backward through the air a flurry of sniper fire came his way. Mace deflected the blasts but one came so close it tore the edge of his left sleeve.

EEK-176 had gotten into position just in time. The droid sniper was too far away for the Jedi to get at him and Windu ended up retreating as more droids came in to support OOM-9.

Mace Windu was thoroughly impressed. The motor-mouth human fully intended to be a distraction, and it was worked. The most astounding part was the Windu had detected no hint of deception from the human, he must have impliedly trusted the battle droids to save his life with no thoughts otherwise, either that or he was ready and willing to die for his cause.

Zako let out a breath he hadn't realized he'd been holding when the Jedi ran away. His heart was beating as if someone had strung it with an adrenaline-laced needle. He had faith in his friends but he was also very sure he was about to die. It looked like he was going to live to fight another battle.

* * *

Captain SSA-719 had gotten the drop on Commander Krane. The security battle droid had attacked from the top of a wrecked tank droid. The clone commander was busy dealing with a few super battle droids but when he swung his rotary cannon around to greet the spindly security droid, SSA-719 managed to shoot it with his E-5 blaster rifle. It was more of a miss on SSA-719's part; the security droid had been aiming at the clone, not at his weapon.

Krane hit the ground in a roll and grabbed a DC-15A rifle off a dead clone before taking cover behind the ruins of a clone scout walker. The pair exchanged fire with each other for a moment before Mr. Purple came in to interrupt.

Mr. Purple fired his ascension cable, tagging SSA-719 in the chest just as Krane blasted the droid's lower half off with a sputtering of well-placed shots.

"Get over here!" Mr. Purple reeled the battle droid in, shooting at the droid at the same time. SSA-719 surprised both clones as he kept firing back as the purple clone drew him closer. The droid managed to blast the clone commander in his right shoulder before he was upon the other one that had snagged him.

SSA-719 had been completely reeled back in and Mr. Purple tried to shoot him but the droid grabbed the barrel of the long rifle and jerked it away from him, ripping the ascension cable attached to him in the process. SSA-719 was nothing more than a torso with arms as his lower half and legs had been blasted away, but he kept going. He violently dragged himself past the clone's rifle and swung around behind the clone and started choking him at the neck.

Mr. Purple thrashed around a bit but couldn't dislodge the droid. As soon as he stopped failing around Krane expertly fired a single shot and freed his brother from SSA-719's metal grip.

It was right then that Mace Windu had arrived at Krane and Purple's location. OOM-9, Zako and a squad of various kinds of battle droids were fast approaching. A purple LAAT/i gunship came down and picked up the three Republic warriors.

The gunship took off; the battle droids still sending small arms fire its way. It was right then that General Grievous and two of his MagnaGuards decided to make their appearance at the western edge of the city. Grievous' frustrating fight with the Xexto Jedi had taken far too much of his time and the Kaleesh's arrival marked the beginning of ht end of the fight. Reinforcements from both Grievous and OOM-9's armies were landing everywhere and the 187th new better to retreat and live to fight another day. Some of the other clones they had been sent to rescue weren't as quick to get away.

General Grievous had been made aware of Made Windu's presence and had become infuriated when he learned he had just missed the Jedi Master. The cyborg general took out his frustrations on the remaining clones that weren't able to evacuate in time.

* * *

Overall there was another full fifteen minutes of fighting before the battle was finally over and the Venator star destroyer and its two Acclamator assault ships had pulled back up to the upper atmosphere and eventually into space. The Confederates didn't make their retreat easy. Several dozen squadrons of E-STAP droid starbombers, Scarab starfighters and Vulture droid fighters harassed the three capital ships until they fled into the safety of hyperspace.

General Grievous was in a particularly foul mood. The Jedi had escaped his grasp without the Kaleesh even laying eyes on him. Grievous didn't think it was likely he would find another prize like Windu for quite some time. The Kaleesh general blamed the battle droids for their inability to at least keep Windu distracted enough until he could arrive on location. So when a nearby B1 battle droid made a comment on how impressive the battle had been, Grievous activated one of his lightsabers and cut the droid down.

That act of ruthless and unnecessary betrayal did not sit well with another nearby Separatist officer. Commander Zako had seen the whole thing. The human knew of the Kaleesh's reputation as a ruthless jerkass who would kill his own troops without a second thought, but he had never witnesses it firsthand for himself. Zako couldn't even fathom how anyone could so casually kill a teammate for no reason (Grievous was in a bad mood but Zako hardly considered that a reason to cut down an ally).

Whether it was in his brain or in his heart or both, something inside Zako had snapped. "Hey! What's the matter with you? Why did you cut him down?"

OOM-9, who was near Zako at the time, was completely surprised. His human friend already had both his blaster and axe drawn up and ready to go.

"You dare threaten me?"

"Threaten? I'm going to kill you, you traitorous bastard!"

Grievous still had his lightsaber active.

Just before the two could connect OOM-9 got in between them. OOM-9 had brought up his own ZK-II war-axe to block Grievous' lightsaber while grabbing and pointed the barrel of Zako's E-5 blaster away from the Supreme Commander of the Droid Armies.

"Out of my way!" Grievous demanded.

"Stand down, General!" OOM-9 snapped.

Grievous' two bodyguards didn't take too kindly to what was going on. IG-101 and IG-102 both activated their electrostaffs and started stomping towards the commotion.

The two MagnaGuards were stopped short as two of OOM-9's HouseKarl battle droids, KV-8 and KV-9, blocked them and switched on their ZK-III battle-axes.

Everyone was on edge. The MagnaGuards and HouseKarls didn't move to attack each other, but kept their weapons ready. Several regular troops were witnesses to the standoff as well. No matter which general they belonged to, be it OOM-9 or Grievous, the B1s, B2s, droidekas, dwarf spider droids, crab droids, and octuptarra droids didn't make a move to support either side. No matter who ended up wining the fight, the regular battle droid troops would follow the victor. Only the elite droid bodyguards of the two respective generals demonstrated that they were willing to pick a side if it came to bloodshed.

Grievous' saber cackled and sparked against the edge of OOM-9's war-axe. Reptilian eyes glared daggers of doom down at the command battle droid that dared stop Grievous from issuing punishment to the insubordinate human officer.

Commander Zako backed away, acquiescing to General OOM-9's authority.

"Back off, General," OOM-9 warned. "I will correct my officers as I see fit." In the current contest of strength, the two were tied as they shoved their weapons against each other. Grievous was strong but OOM-9 had been upgraded far beyond that of a normal command battle droid. In a test of pure strength, OOM-9 would win. OOM-9 could overclock his power regulators and vastly increase his strength, even if that meant he would burn out his operational cycle and force a shutdown and recharge. Grievous could not overcharge his internal power supply the way OOM-9 could, he had to have energy keeping his vital organs alive or he would die.

OOM-9 had the Kaleesh beat, unless it came to a real fight. That problem had fixed itself as EEK-176 had gotten into a sniping position. The custom colored brown and white command droid had his particle beam E-5s sniper rifle trained right on Grievous' faceplate. Grievous had tough armor, but the powerful sniper rifle would leave a smoking hole in his brain.

"Do you challenge my authority over my own officers? Do not force me to take this issue up with Count Dooku. I hold great favor. And I am also aware that the Count has already admonished you for destroying your troops. You will lose on this issue, General Grievous. Your competence is in question as it is, especially since you lost the _Malevolence_. And if you had destroyed one of _my_ droids, we all would have attacked."

Grievous grumbled but shut off his weapon. "This will not be tolerated again."

"It won't happen again."

With that, Grievous stormed away, the MagnaGuards IG-101 and IG-102 hot on his heels.

When Grievous was away OOM-9 turned to Zako. "What the hell was that?"

"You know exactly what that was!"

"I didn't save you from Windu just so you could get yourself killed by Grievous!" It had been and long and hard day and the battle had been brutal. OOM-9 figured all of these factors combined with heat levels uncomfortable for humans and the sight of Grievous suddenly destroyed a battle droid had pushed Zako past his limits. Still, the commander's actions were inexcusable.

* * *

At the end of it all, OOM-9 had sentenced Zako to the bowels of the _Scrapyard_'s cluttered repair shop. OOM-9 stood, staring (he would have been glaring if he had been capable of facial movements) at the human cyborg. The battle droid was still surprised at how stupidly aggressive Zako had been.

"I expected better of you, Karl. I would like to think you know better than to threaten a superior officer."

"Grievous is an incompetent moron who's cruelty needs to be stopped. Your record is flawless. All he does is fuck things up and make the whole Confederate army look bad! And then he has the gall to blame and kill his own troops for _his_ failures! You should be the one running the Separatist Droid Armies, not him!"

"You are not in a position to make that decision. Since you are so concerned with the well being of your battle droid brothers you will spend your time fixing them personally until our losses from the battle have been recovered." OOM-9 grabbed a fusioncutter lying on a nearby crate and put it in the human's hand. "Get to work."

"Yes sir."

The battle droid general left, leaving Commander Zako to a large pile of broken battle droids. PK and OX9 worker droids were scattered about the area, collecting the pieces of battle droids and putting them in organized piles. Karl Zako started fixing the droids he was most familiar with: SSA-719, KJZ-8268 and 3B3-888.

"I don't understand why the Banking Clan put so much money into rebuilding that cowardly idiot," Zako grumbled.

"That doesn't sound too different for what you did for us," SSA-719 stated. The poor security droid was missing his lower half and his arms weren't responding properly.

"You could only say that on the most superficial level." The tone of frustration was leaving Zako's voice. "Grievous is a homicidal psychopath. An _incompetent_ homicidal psychopath. You're not like him. You protect people, people who can't defend themselves. You make the Galaxy a better place to live. All Grievous does is make all Confederates look as bad as he is. He's a murderer, a coward, and a bully."

"We're not always protectors," SSA-719 said, "you seem to forget our invasion of Naboo."

"That was in protest to the tax increase. You were still protecting people. People like me. I had just started working for the Trade Federation. Why should my taxes go up forty percent? To feed the greed of the politicians on Coruscant? What did they do to deserve it? They didn't help us against the pirate gangs that murdered and pillaged our convoys, we did that ourselves. They treat the working class like garbage and do nothing but tax us into oblivion to fill their coffers."

"All of that may be true," KJZ-8267 interjected, "but that doesn't change the fact that you shouldn't have threatened Grievous."

"I know. I couldn't stop myself. I'm so tired of that loser running the Confederate military. He is _the worst leader_ I've ever seen. I know we are supposed to be loyal and follow the orders of our superiors but that guy… Officers have a duty to those they command… he doesn't care about anyone but himself."

"You should not have challenged him personally. You organics are so fragile," the pilot battle droid clarified, looking at the human's cybernetic eye. "You are not as easy to repair as we are. You need to take better care of yourself. We're not going to let you leave us with Ashley all alone."

"Right," Zako managed a chuckle.

"And don't worry about Grievous," 3B3-888 said, "he will get his soon enough. One day, a Jedi is going to corner him and he won't be able to run away." The battle droids hated Grievous just a much—if not more than Zako did, they were just more professional about keeping their anger in check. Knowing they were going to outlive him—even if he somehow managed to die a natural death from old age helped keep things in perspective.

The conversation ground down to a halt when Major Katen came in the room.

"What do you want?" Zako sneered.

"What's with the attitude?"

"What's with abandoning your friends in a fight?"

"I was injured!"

"Awww… poor Katen. You get your shoulder dislocated? Well some of us have sustained real injuries!"

"The droids will be fine and you didn't even fight Mace Windu technically."

"I was referring to the eye I lost on Raxus Prime you stupid bitch! And from what I saw you didn't fight Windu either. He just knocked you around with the Force for a bit. Hey, maybe you should go join the Navy and be Sledge's Vice Captain in Cowardice. What are you even doing here? Don't you have some work to do?" With Zako currently being punished in the repair shop, Katen had ended up with his regular duties. The commander had assumed his friend had come down to berate him over that fact and tried to drive her away.

"Fuck you!" Katen stormed off.

"Fuck you too!"

"You're a little harsh there, don't you think, Commander?" KJZ-8267 asked.

"I'm in no mood to put up with her right now."

The day's events did leave the battle droids a lot to think about. Zako should have been able to keep his anger in check, it was almost as if he were trading personalities with Katen. The odd behavior of organics occasionally confused the droids, but they had at least thought they had understood Zako and Katen after all these years.

* * *

Katen fought back the tears that threatened to well up in her eyes as she stormed down the hall away from the repair shop. She was worried about her friends so she had decided to go and see how Zako and the droids were doing. But the moment she had gotten there Zako instantly snapped at her and the battle droid trio said nothing. It hurt. It had been a very long and trying day and pretty much everyone had had a close brush with death. That dumbfuck Zako had even personally challenged General Grievous! Katen didn't think she even had it in her to try something like that.

Major Katen was already miserable and her stupid friends had to go and snap at her when she was trying to be nice! _I should have just gone to bed,_ Katen thought. _Should have known all my friends are a bunch of assholes._

She was tired, not just physically but mentally as well. They had recently survived a series of attacks from the pain in the ass Obi-wan Jakoby and today they faced Mace Windu. The way things were looking they would probably face Yoda in battle soon. The war was becoming a lot less fun and a lot more serious, and Katen didn't like it one bit.

* * *

Severed heads, scattered limbs, scarred torsos were strewn about the room. Dr. Gatling Quartz was not a happy Skakoan as he looked about the scrapped ruins of his once marvelous creations. So many of HouseKarls and Z1 droids had been damaged. The scientist mumbled various expletives native to his home planet that were so softly spoken they were unintelligible beyond the confines of his mask.

OX9 worker droids scurried about as they tried to place the proper pieces to the correct droid. The smell of burnt circuitry was ripe in the air though none of the room's occupants could smell it. The droids lacked olfactory sensors and Dr. Quartz was stuck in his sealed pressure suit.

The only fully functioning battle droid in the area was Commander EEK-176.

"The battle against Mace Windu was a disaster."

"I am well aware of _that_, Commander."

"We need new weapons if we are to kill a Jedi of his caliber."

"And you shall have them. But it will take time. And right now it's going to take a lot of time getting these droids put back together and up to code before I do anything else. If you want something done quickly you're going to need to get me more assistants or ask Destroyer to make you something."

"We prefer quality over speed if you don't mind, Doctor."

"Then don't complain when it takes some time. I will not be made a fool of. I will give you something that will kill that Jedi."

"Just what we wanted to hear." EEK-176 took his leave and let the Skakoan go about his repair work.

* * *

It had been an extraordinary day: OOM-9 had fought the best warrior the Republic had to offer, Commander Zako had uncharacteristically gotten out of line, and OOM-9 had to deal with the tiresome General Grievous. There was one more import item OOM-9 had to deal with; he had to have a talk with Dr. Destroyer about the importance of working as a cohesive team.

It was easy enough to find and reach the Ithorian; he was in his personal meditation chamber. The Force-sensitive was sitting cross-legged on a simple circular plush pad laid out on the floor but got up to his feet when the battle droid entered the room.

"Dr. Destroyer, we need to have a talk about your lack of commitment in the previous battle."

"Mace Windu is the stronger warrior in the Jedi Order. I entertain no delusions that I could easily defeat him in combat."

"You weren't being ordered to fight him directly."

"I must remain hidden from the Jedi Order."

"You had no problem using your Battle Interference when there were other Jedi on the battlefield."

"They were weak. They were not able to detect me. Mace Windu would have."

"I understand you made a judgment call during battle. But it cost us heavily. I am not unreasonable in allowing my trusted subordinates a heavy degree of freedom in carrying out their duties. But you must remember that my word is law."

"At this point it would be wise for me to remain hidden from the Jedi."

"You cannot hide from the Jedi forever."

"We will not have to wait long. The Jedi are falling fast in the war. Soon there will be so few that they will be worried about their own survival rather than hunting me down."

"Just make sure that next time you drop your Battle Interference technique you call it in quicker."

"Of course."

With that out of the way, OOM-9 left. He didn't want to push the Ithorian too far. Destroyer was new and it was a possibility that he might leave if irritated. OOM-9 did not want to lose such a valuable asset. He would need every advantage he could get if he were to ever defeat the likes of Mace Windu. If they were lucky they wouldn't be seeing him again anytime sooner. They needed time to formulate a plan of action on how to kill the troublesome Jedi.


End file.
